UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-33834

RUBICON TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		36-4419301
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

900 East Green Street Bensenville, Illinois		60106
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (847) 295-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, par value $.001 per share Preferred Shares Purchase Rights		The NASDAQ Capital Market

Title of each class		Name of each exchange on which registered
None		Not applicable

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, ~~2021~~2022, there were 2,~~008~~010,~~720~~177 shares of common stock outstanding held by non-affiliates of the registrant, with an aggregate market value of the common stock (based upon the closing price of these shares on the NASDAQ Capital Market) of approximately $1918,~~082~~473,~~840~~527.

The number of shares of the registrant’s common stock outstanding as of the close of business on February 28, ~~2022~~2023 was 2,~~446~~410,~~652~~265.

Documents incorporated by reference:

~~Portions~~Not of the Registrant’s Proxy Statement for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K provided, that if such Proxy Statement is not filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed no later than the end of such 120-day periodapplicable.

TABLE OF CONTENTS

Item of Form 10-K		Page
Part I		1
1.	Business Overview	21
1A.	Risk Factors	4
1B.	Unresolved Staff Comments	11
2.	Properties	11
3.	Legal Proceedings	11
4.	Mine Safety Disclosures	11
Part II		12
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
6.	[Reserved]	12
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1213
7A.	Quantitative and Qualitative Disclosure About Market Risk	2325
8.	Consolidated Financial Statements and Supplementary Data	2325
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	2325
9A.	Controls and Procedures	2325
9B.	Other Information	2426
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2426
Part III		2527
10.	Directors, Executive Officers and Corporate Governance	2527
11.	Executive Compensation	2533
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2536
13.	Certain Relationships and Related Transactions, and Director Independence	2638
14.	Principal Accountant Fees and Services	2639
Part IV		2740
15.	Exhibits and Consolidated Financial Statement Schedules	2740
Signatures		28
16.	Form 10-K Summary	40
Exhibit Index		29
Signatures		41
Exhibit Index		42

PART I

All statements, other than statements of historical facts, included in this Annual Report on Form 10-K including statements regarding our estimates, expectations, beliefs, intentions, projections or strategies for the future, results of operations, financial position, net sales, projected costs, prospects and plans and objectives of management for future operations may be “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” “forecast,” “prospects,” “goals,” “potential,” “likely,” and the like, and/or future-tense or conditional constructions such as “will,” “may,” “could,” “should,” etc. (or the negative thereof). Items contemplating or making assumptions about actual or potential future sales, market size and trends or operating results also constitute forward-looking statements.

Moreover, we operate in a ~~very~~ very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict ~~all~~ all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may ~~cause~~ cause actual results to differ materially from those contained in any forward-looking statements we may make. Before investing in our ~~common~~ common stock, investors should be aware that the occurrence of the risks, uncertainties and events described in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K could have a material adverse effect on our business, results of operations and financial condition. These risks and uncertainties include ~~the adoption of sapphire as a material in new applications,~~ our successful development and the market’s acceptance of new products; our ability to sell certain underutilized assets, and the prices we receive therefor; our ability to make effective acquisitions and successfully integrate newly acquired businesses into existing operations; our ability to effectively utilize net operating loss carryforwards; dependence on key customers; ~~our ability to secure new business and retain customers;~~ changes in demand or the average selling prices of sapphire products; the failure to achieve the margins we expect, whether due to our own operations or changes in the market for our products; ~~our ability to successfully qualify our products with customers and potential customers; potential disruptions in our supply of electricity; changes in our product mix;~~ the ~~outcome of the testing of new products and processes or the testing of our existing products for new applications; the~~ failure of third parties performing services for us to do so successfully; our ability to protect our intellectual property rights; the competitive environment; and the cost of compliance with environmental standards. Although we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are inherently subject to known and unknown risks, including business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, other than as may be required by applicable law or regulation. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

You should read this Annual Report on Form 10-K and the documents that we reference intherein ~~this Annual Report~~ and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Unless otherwise indicated, the terms “Rubicon,” the “Company,” “we,” “us,” and “our” refer to Rubicon Technology, Inc. and our consolidated subsidiaries.

ITEM 1. BUSINESS OVERVIEW

~~ITEM 1~~Rubicon currently consists of two subsidiaries, Rubicon Worldwide LLC, doing business as Rubicon Technology Worldwide LLC (“RTW”) and Rubicon Technology BP LLC (“BP”). In June 2021 the operations of Rubicon DTP LLC, doing business as Direct Dose Rx (“Direct Dose”) ~~BUSINESS~~were ~~OVERVIEW~~discontinued.

~~Rubicon~~RTW ~~Technology,~~is ~~Inc~~an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. ~~(“Rubicon”~~Sapphire is a desirable material orfor high-performance applications due to its hardness and strength, transparency in the ~~“Company”)~~visible ~~currently~~and ~~consists~~infrared ofspectrum, ~~one~~thermal ~~operating~~conductivity, thermal ~~subsidiary~~shock resistance, ~~Rubicon~~abrasion ~~Technology~~resistance, ~~Worldwide~~high ~~LLC~~melting ~~(“RTW”)~~point and chemical inertness. InAs a result, it is ideally suited for extreme ~~June~~environments ~~2021~~in a range of industries where material durability is just as important as optical clarity. We believe that we continue to have a reputation as one of the ~~operations~~highest quality sapphire sources in the market. We provide optical and industrial sapphire products and materials in a variety of ~~Rubicon~~shapes ~~DTP~~and ~~LLC~~sizes. ~~(“Direct~~We ~~Dose”~~manage orour ~~DDRX”)~~operations ~~were~~and ~~discontinued~~ship from our owned facility located in Bensenville, Illinois.

RTW is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. Sapphire is a desirable material for high-performance applications due to its hardness and strength, transparency in the visible and infrared spectrum, thermal conductivity, thermal shock resistance, abrasion resistance, high melting point and chemical inertness. As a result, it is ideally suited for extreme environments in a range of industries where material durability is just as important as optical clarity. We believe that we continue to have a reputation as one of the highest quality sapphire sources in the market. We provide optical and industrial sapphire products in a variety of shapes and sizes, including round and rectangular windows, blanks, domes, tubes and rods.1

~~Historically,~~Our ~~we have also provided~~ sapphire ~~products~~business ~~to the LED and mobile device markets, which are the largest markets for sapphire. However, given competitive~~operates ~~pressures~~ in ~~those~~a ~~markets,~~very incompetitive ~~the~~market. ~~fourth~~Our ~~quarter~~ability ofto ~~2016~~expand ~~we announced~~ our ~~decision to focus on the~~ optical and industrial ~~sapphire~~business ~~markets~~ and ~~exit~~ the ~~LED~~acceptance ~~market.~~of ~~Following~~new ~~this~~product ~~decision,~~offerings ~~we closed our Malaysia facility and scaled down and consolidated our remaining operations~~are indifficult ~~the~~to Upredict.S. InOur ~~the~~total ~~succeeding years we have completed individual~~ sales ~~and~~backlog ~~held~~was ~~auctions~~approximately ~~for~~$1,167,100 ~~assets located in Malaysia~~ and ~~at each of our U.S. properties~~$1,735,000 ~~resulting~~as ~~in the sale~~ of ~~certain of our excess equipment and consumable assets. In~~ December ~~2019~~31, we2022 ~~entered into a purchase~~ and ~~sale agreement to sell our manufacturing facility located in Malaysia and it was completed in June 2020. In December 2020~~2021, ~~Rubicon~~ ~~sold all of the outstanding shares of capital stock of its wholly owned subsidiary Rubicon Sapphire Technology (Malaysia) SDN BHD~~respectively.

WeIn ~~manage~~June ~~our~~2021 the operations of ~~and~~Direct Dose Rx were discontinued. The costs associated with such closure were not material. Direct Dose Rx was a specialized pharmacy ~~ship~~that provided prescription medications, over-the-counter drugs and vitamins to patients being discharged from ~~our~~skilled ~~owned~~nursing ~~facility~~facilities and ~~located~~hospitals, and directly to retail customers who want such medications delivered to their home. The delivered products were sorted by the dose, date, and time to be taken, and came in ~~Bensenville~~easy-to-use, ~~Illinois~~perforated strip-packaging as opposed to separate pill bottles. Direct Dose Rx was licensed to operate in 11 states. The services offered by Direct Dose Rx benefited patients, skilled nursing facilities and hospitals by reducing the risk of hospital readmissions.

~~Our~~In August ~~sapphire~~2022, ~~business~~Janel ~~operates~~Corporation (“Janel”) completed a tender offer to acquire 1,108,000 shares or 45% of our outstanding common instock at a ~~very~~price ~~competitive~~per ~~market~~share of $20.00. ~~Our~~The ~~ability~~tender offer was made pursuant to ~~expand~~the ~~our~~terms ~~optical~~and conditions set forth in a Stock Purchase and Sale ~~industrial~~Agreement, ~~business~~dated as of July 1, 2022, between the Company and Janel (the ~~acceptance~~“Purchase ofAgreement”). ~~new~~The ~~product~~terms ~~offerings~~and ~~are~~conditions ~~difficult~~provided that, immediately after the consummation of the tender offer, the Company pay a cash distribution to ~~predict~~all stockholders of $11.00 per ~~Our~~share. ~~total~~This ~~sales~~cash ~~backlog~~distribution was made in August 2022 and totaled approximately $27.1~~,735,000~~ ~~and~~million. ~~$747~~As part of the transaction,~~000~~ the Board of Directors of the Company (the “Board of Directors”) approved Amendment No. 2 to the Rights Agreement dated as of December 18, 312017, ~~2021~~between the Company and ~~2020~~American Stock Transfer & Trust Company, ~~respectively~~LLC, regarding the Company’s ability to utilize its U. S. net operating loss (“NOL”) carryforwards (the “Rights Agreement”). This amendment extended the final expiration date of the Rights Agreement to September 1, 2025. For more information regarding the Rights Agreement, see Note 8 – Stockholder Rights Agreement to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

InWe ~~June~~have ~~2021~~significant ~~the~~NOL ~~operations~~carryforwards. ofUnder ~~Direct~~federal ~~Dose~~tax Rxlaws, ~~were~~we ~~discontinued.~~can ~~The~~carry ~~costs~~forward ~~associated~~and ~~with~~use ~~such~~our ~~closure~~NOLs ~~were~~to ~~not~~reduce ~~material~~our future U.S. ~~Direct~~taxable ~~Dose~~income Rxand ~~was~~tax aliabilities ~~specialized~~until ~~pharmacy~~such ~~that~~NOL ~~provided~~carryforwards ~~prescription~~expire ~~medications,~~in ~~over-~~accordance with the~~-counter~~ ~~drugs~~Internal ~~and~~Revenue ~~vitamins~~Code toof ~~patients~~1986, ~~being~~as ~~discharged~~amended ~~from~~(the ~~skilled~~“IRC”). ~~nursing~~Our ~~facilities~~NOL carryforwards ~~and~~provide ~~hospitals~~a ~~and~~benefit ~~directly~~ to ~~retail~~us, ~~customers~~if ~~who~~fully ~~want~~utilized, ~~such~~of ~~medications~~significant ~~delivered~~future totax ~~their home~~savings. ~~The~~However, ~~delivered~~our ~~products~~ability ~~were~~to ~~sorted~~use bythese tax benefits in future years will depend upon the ~~dose,~~amount ~~date~~of our federal and ~~time~~state totaxable beincome. ~~taken~~If we do not have sufficient federal and ~~come~~state income in ~~easy~~future years to use ~~perforated~~the ~~strip-packaging~~benefits asbefore ~~opposed~~they toexpire, ~~separate~~we ~~pill~~will ~~bottles~~permanently lose the benefit of the NOL carryforwards. ~~Direct~~Our ~~Dose~~ability to use the tax Rxbenefits ~~was~~associated ~~licensed~~with our NOL carryforwards is dependent upon our generation of future taxable profits and our ability to ~~operate~~successfully identify inand 11consummate ~~states.~~suitable ~~The~~acquisitions ~~services~~or ~~offered~~investment byopportunities. ~~Direct~~As ~~Dose~~part Rxof ~~benefited~~completing ~~patients~~the Janel transaction, ~~skilled~~the ~~nursing~~Company ~~facilities~~took into consideration the impact it would have on the NOL carryforwards, and ~~hospitals by~~determined ~~reducing~~that the ~~risk~~transaction ofwould ~~hospital~~not ~~readmissions~~result in any impairment. Rubicon is continuing to evaluate opportunities to utilize the NOL carryforwards.

Rubicon Technology, Inc. is ~~actively~~a ~~evaluating~~Delaware corporation and was incorporated on February 7, 2001. Our common stock was listed on the Nasdaq Capital Market under the ~~acquisition~~symbol “RBCN” until it was delisted effective December 30, 2022 (see Item 7 – Management’s Discussion and Analysis of ~~profitable~~Financial ~~companies~~Condition inand ~~order~~Results toof ~~utilize~~Operations ~~our~~of ~~substantial~~this ~~net~~Annual ~~operating~~Report ~~loss~~on ~~(“NOL”~~Form 10-K for more information). ~~tax~~On ~~carryforwards~~January 3, 2023, our common stock began trading on the OTCQB Capital Market under the symbol “RBCN.”

~~Rubicon~~Sapphire ~~Technology, Inc.~~INDUSTRY isOVERVIEW ~~a Delaware corporation and was incorporated on February 7, 2001. Our common stock is listed on the NASDAQ Capital Market under the ticker symbol “RBCN.”~~

Sapphire ~~INDUSTRY~~is utilized in optical ~~OVERVIEW~~and industrial applications. It is used for windows and optics for aerospace, sensor, medical, semiconductor, instrumentation, electronics and laser applications due to its wide-band transmission, superior strength, chemical and scratch resistance and high strength-to-weight ratio.

~~Sapphire is utilized in optical~~PRODUCTS and industrial applications. It is used for windows and optics for aerospace, sensor, medical, semiconductor, instrumentation, electronics and laser applications due to its wide-band transmission, superior strength, chemical and scratch resistance and high strength-to-weight ratio.

~~PRODUCTS~~ We provide optical and industrial sapphire products in various shapes and sizes. These optical sapphire products are qualified and used in equipment for a wide variety of end markets and high-performance applications, including defense and aerospace, specialty lighting, instrumentation, sensors and detectors, semiconductor process equipment, electronic substrates, medical and laser applications.

We provide optical and industrial sapphire products in various shapes and sizes, including round and rectangular windows and blanks, domes, tubes and rods. These optical sapphire products are qualified and used in equipment for a wide variety of end markets and high performance applications, including defense and aerospace, specialty lighting, instrumentation, sensors and detectors, semiconductor process equipment, electronic substrates, medical and laser applications.2

RESEARCH AND DEVELOPMENT

In ~~2021~~2022 and ~~2020~~2021, Rubicon ~~did~~ did not incur any research and development (“R&D”) expenses and it currently does not have any plans for expenditures in ~~2022~~ 2023 related to R&D.

2SALES AND MARKETING

~~SALES~~We ~~AND~~market ~~MARKETING~~and sell through our direct sales force to customers. Our direct sales team includes experienced and technically sophisticated sales professionals and engineers who are knowledgeable in the development, manufacturing and use of sapphire windows and other optical materials.

WeA ~~market~~key ~~and~~component ~~sell~~of ~~through~~ our ~~direct~~marketing strategy ~~sales~~is ~~force~~developing toand maintaining strong relationships with our customers. ~~Our~~We ~~direct~~achieve ~~sales~~this ~~team~~by ~~includes~~working ~~experienced~~closely ~~and~~with ~~technically~~our ~~sophisticated~~customers to ~~sales~~optimize ~~professionals~~our ~~and engineers~~products ~~who~~for ~~are~~their ~~knowledgeable~~production inprocesses. ~~the~~We ~~development,~~believe ~~manufacturing~~that ~~and~~maintaining ~~use~~close ofrelationships ~~sapphire~~with ~~windows~~our customers’ senior management and ~~other~~providing ~~optical~~technical ~~materials~~support improves customer satisfaction.

ACUSTOMERS key component of our marketing strategy is developing and maintaining strong relationships with our customers. We achieve this by working closely with our customers to optimize our products for their production processes. We believe that maintaining close relationships with our customers’ senior management and providing technical support improves customer satisfaction.

~~CUSTOMERS~~Our principal customers have been defense subcontractors, industrial manufacturers, fabricators and resellers. A substantial portion of our sales have been to a small number of customers. In 2022, our top six customers (each 10% or greater of our revenues) accounted for, in the aggregate, approximately 72% of our revenue from our continuing operations and in 2021, the top three customers accounted for approximately 46% of our revenue from our continuing operations. A customer who had accounted for 22% of revenue from continuing operations in 2021 accounted for only 4% of revenue from continuing operations in 2022. Although we are attempting to diversify and expand our customer base, we expect our sales to continue to be concentrated among a small number of customers. We also expect that our significant customers may change from time to time due to various factors. No other customer accounted for 10% or more of our sapphire revenues during 2022 or 2021 other than those referred to above.

~~Our~~COMPETITION principal customers have been defense subcontractors, industrial manufacturers, fabricators and resellers. A substantial portion of our sales have been to a small number of customers. In 2021, our top three customers (each 10% or greater of our revenues) accounted for, in the aggregate, approximately 46% of our revenue from our continuing operations and in 2020, the top four customers accounted for approximately 55% of our revenue from our continuing operations. Although we are attempting to diversify and expand our customer base, we expect our sales to continue to be concentrated among a small number of customers. However, we also expect that our significant customers may change from time to time. No other customer accounted for 10% or more of our sapphire revenues during 2021 or 2020 other than those referred to above.

~~INTELLECTUAL~~The ~~PROPERTY~~markets for high-quality sapphire products are very competitive and have been characterized by rapid technological change. The products we sell must meet certain demanding requirements to succeed in the marketplace. Although we are a well-established sapphire provider, we face significant competition from other established providers of similar products as well as from new and potential entrants into our markets.

WeENVIRONMENTAL ~~rely~~REGULATION primarily upon a combination of know-how, patents, trade secret laws and non-disclosure agreements with employees, customers and potential customers to protect our intellectual property. However, we believe that factors such as the technological and innovative abilities of our personnel, the success of our ongoing product development efforts and our efforts to maintain trade secret protection are more important than patents in maintaining our competitive position.

~~COMPETITION~~From time to time, we use water, oils, slurries, acids, adhesives and other industrial chemicals. We are subject to a variety of federal, state and local laws regulating the discharge of these materials into the environment or otherwise relating to the protection of the environment. These include statutory and regulatory provisions under which we are responsible for the management of hazardous materials we use and the disposition of hazardous wastes resulting from our manufacturing processes. Failure to comply with such provisions, whether intentional or inadvertent, could result in fines and other liabilities to the government or third parties, injunctions requiring us to suspend or curtail operations or other remedies, which could have a material adverse effect on our business. The cost of complying with environmental regulation is not material.

~~The~~EMPLOYEES markets for high-quality sapphire products are very competitive and have been characterized by rapid technological change. The products we sell must meet certain demanding requirements to succeed in the marketplace. Although we are a well-established sapphire provider, we face significant competition from other established providers of similar products as well as from new and potential entrants into our markets.

~~ENVIRONMENTAL~~As ~~REGULATION~~of December 31, 2022, we had 12 full-time employees. None of our employees are represented by a labor union. We consider our employee relations to be good.

InOTHER ~~our~~INFORMATION manufacturing process, we use water, oils, slurries, acids, adhesives and other industrial chemicals. We are subject to a variety of federal, state and local laws regulating the discharge of these materials into the environment or otherwise relating to the protection of the environment. These include statutory and regulatory provisions under which we are responsible for the management of hazardous materials we use and the disposition of hazardous wastes resulting from our manufacturing processes. Failure to comply with such provisions, whether intentional or inadvertent, could result in fines and other liabilities to the government or third parties, injunctions requiring us to suspend or curtail operations or other remedies, which could have a material adverse effect on our business. The cost of complying with environmental regulation is not material.

~~EMPLOYEES~~You may access, free of charge, our reports filed with the SEC (for example, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those forms) over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available through our Internet website (www.rubicontechnology.com). Reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. Alternatively, if you would like a paper copy of any such SEC report (without exhibits) or document, write to Investor Relations, Rubicon Technology, Inc., 900 East Green Street, Bensenville, Illinois 60106, and a copy of such requested document will be provided to you, free of charge. The information found on our website is not part of this or any other report filed with, or furnished to, the SEC.

~~As of December 31, 2021, we had 13 full-time employees. None of our employees are represented by a labor union. We consider our employee relations to be good.~~3

3ITEM 1A. RISK FACTORS

~~OTHER~~You ~~INFORMATION~~should carefully read the risk factors set forth below, together with the financial statements, related notes and other information contained in this Annual Report on Form 10-K. Our business is subject to a number of important risks and uncertainties, some of which are described below. The risks described below, however, are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows. Please refer to the discussion of “forward-looking statements” on page one of this Annual Report on Form 10-K in connection with your consideration of the risk factors and other important factors that may affect future results described below.

~~You~~We ~~may~~have ~~access,~~incurred ~~free~~significant oflosses ~~charge, our~~in ~~reports filed with the SEC (for example, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current~~prior ~~Reports~~periods ~~on Form 8-K~~ and ~~any amendments to those forms) over the Internet at the SEC’s website at http://www.sec.gov. You~~ may ~~also read~~incur ~~and~~losses ~~copy~~in ~~any document we file at~~ the ~~SEC’s public reference room at 100 F Street, N~~future.~~E.,~~ Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available through our Internet website (www.rubicontechnology.com). Reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. Alternatively, if you would like a paper copy of any such SEC report (without exhibits) or document, write to Investor Relations, Rubicon Technology, Inc., 900 East Green Street, Bensenville, Illinois 60106, and a copy of such requested document will be provided to you, free of charge. The information found on our website is not part of this or any other report filed with or furnished to the SEC.

~~ITEM 1A~~We have incurred significant losses in prior periods and may incur significant losses in the future. These losses may have an adverse effect on our ability to attract ~~RISK~~new ~~FACTORS~~customers or retain existing customers. We have incurred net losses of $0.7 million, $1.1 million, $1.1 million, $17.8 million and $62.9 million in 2021, 2020, 2019, 2017 and 2016, respectively. Although we recorded net income of $0.9 million and $1.0 million in 2022 and 2018, respectively, there can be no assurance that we will achieve profitability in future periods.

~~You~~We ~~should~~are ~~carefully read the risk factors set forth below~~exploring, ~~together with the financial statements~~evaluating, ~~related notes~~ and ~~other~~may ~~information contained in this Annual~~begin ~~Report~~to onimplement ~~Form~~certain ~~10-K.~~strategic ~~Our~~alternatives ~~business~~with ~~is subject to~~ a ~~number~~goal of ~~important~~providing ~~risks~~greater ~~and~~value ~~uncertainties,~~to ~~some~~our ~~of which are described below~~stockholders. ~~The risks~~There ~~described~~can ~~below,~~be ~~however,~~no ~~are~~assurance ~~not the only risks~~ that ~~we face. Additional risks and uncertainties not currently known to us or that~~ we ~~currently~~will ~~deem to~~ be ~~immaterial~~successful ~~may~~in ~~also~~identifying ~~impair~~additional ~~our~~strategic ~~business~~alternatives ~~operations.~~or ~~Any~~implementing ofany ~~these~~strategic ~~risks may have a material adverse effect on our business~~alternative, ~~financial~~or ~~condition,~~that ~~results~~any ~~of operations and cash flows. Please refer to the discussion of “forward-looking statements”~~strategic onalternative ~~page~~will ~~one~~yield ofadditional ~~this~~value ~~Annual~~for ~~Report on Form 10-K in connection with your consideration of the risk factors and other important factors that may affect future results described below~~stockholders.

WeOur ~~have~~management ~~incurred~~and ~~significant~~the ~~losses~~Board of Directors are continuing to review strategic alternatives with a goal of providing greater value to our stockholders. These alternatives could result in, ~~prior~~among other things, modifying or eliminating certain of our operations, selling material assets, seeking additional financing, ~~periods~~selling ~~and~~the ~~may~~business, ~~incur~~making ~~losses~~investments, effecting a merger, consolidation or other business combination, partnering or other collaboration agreements, or potential acquisitions or recapitalizations, in ~~the~~one ~~future.~~or more transactions.

WeThere ~~have~~can ~~incurred~~be ~~significant~~no assurance ~~losses~~that inour ~~prior~~continued ~~periods~~exploration ~~and~~of ~~may~~strategic ~~incur~~alternatives ~~significant~~will ~~losses~~result in the ~~future~~identification of additional alternatives or that any transaction will be consummated. ~~These~~The ~~losses~~process of exploring strategic alternatives may ~~have~~be ancostly ~~adverse~~and ~~effect~~may onbe ~~our~~time ~~ability~~consuming, distracting to ~~attract~~management ~~new~~and ~~customers~~disruptive orto ~~retain~~our ~~existing~~business ~~customers~~operations. If Wewe ~~have~~are ~~incurred~~unable ~~net~~to ~~losses~~effectively ofmanage ~~$0.7~~the ~~million~~process, ~~$1.1~~our ~~million~~business, ~~$1.1~~financial ~~million,~~condition and ~~$17.8~~results ~~million~~of ~~and $62~~operations could be adversely affected.9 ~~million~~We inalso ~~2021,~~cannot ~~2020~~provide assurance that any potential transaction, ~~2019~~investment or other alternative identified, ~~2017~~evaluated and ~~2016~~consummated, ~~respectively~~will provide greater value to our stockholders than that reflected in the current stock price. ~~Although~~Any wepotential ~~recorded~~transaction ~~net~~or ~~income~~investment would be dependent upon a number of ~~$963~~factors that may be beyond our control,~~000~~ inincluding, among ~~2018~~other factors, ~~there~~market ~~can~~conditions, beindustry notrends ~~assurance that~~and wethe ~~will~~availability ~~achieve~~of ~~profitability~~financing into ~~future~~us ~~periods~~on reasonable terms.

We ~~are~~may ~~exploring,~~acquire ~~evaluating~~other ~~and~~businesses, ~~have~~products ~~begun~~or ~~implementing~~technologies; ~~certain~~if ~~strategic~~we ~~alternatives~~do, ~~with~~we amay ~~goal~~be ofunable ~~providing~~to ~~greater~~integrate ~~value~~them towith our ~~stockholders.~~business ~~There~~effectively ~~can be no assurance that we will be successful in identifying additional strategic alternatives~~ or ~~implementing~~at ~~any~~all, ~~strategic~~which ~~alternative,~~may oradversely ~~that~~affect ~~any~~our ~~strategic~~business, ~~alternative~~financial ~~will~~condition ~~yield~~and ~~additional~~operating ~~value for stockholders~~results.

~~Our~~If ~~management~~we ~~and~~find ~~Board~~appropriate ofopportunities ~~Directors~~and ~~are~~have ~~continuing~~adequate tofunding, ~~review~~we ~~strategic~~may ~~alternatives~~acquire ~~with~~other businesses, product lines or technologies. However, if we acquire a ~~goal~~business, product line or technology, the process of ~~providing~~integration ~~greater~~may ~~value~~produce tounforeseen operating difficulties and expenditures and may absorb significant attention of our ~~stockholders~~management that would otherwise be available for the ongoing development of our business. ~~These~~Further, ~~alternatives~~the acquisition of ~~could~~a business may result in, ~~among~~the ~~other~~assumption ~~things,~~of ~~modifying~~unknown liabilities or ~~eliminating~~create ~~certain~~risks ofwith respect to our ~~operations,~~existing ~~selling~~relationships ~~material~~with ~~assets,~~suppliers and ~~seeking~~customers. ~~additional~~If ~~financing, selling~~we ~~the~~make ~~business~~acquisitions, ~~making~~we ~~investments,~~may ~~effecting~~issue ashares ~~merger,~~of ~~consolidation~~stock orthat dilute other ~~business~~stockholders, ~~combination~~expend cash, ~~partnering~~incur ordebt, ~~other~~assume ~~collaboration~~contingent ~~agreements,~~liabilities or ~~potential~~create ~~acquisitions~~additional orexpenses ~~recapitalizations~~related to amortizing intangible assets, inany ~~one~~of which may adversely affect our business, financial condition or ~~more~~operating ~~transactions~~results.

There can be no assurance that our continued exploration of strategic alternatives will result in the identification of additional alternatives or that any transaction will be consummated. The process of exploring strategic alternatives may be costly and may be time consuming, distracting to management and disruptive to our business operations. If we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We also cannot provide assurance that any potential transaction, investment or other alternative identified, evaluated and consummated, will provide greater value to our stockholders than that reflected in the current stock price. Any potential transaction or investment would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends and the availability of financing to us on reasonable terms. 4

4If we are unable to raise additional capital when needed, we may not be able to execute the acquisition of other businesses.

We may ~~acquire~~require additional capital to fund operations, capital expenditures and or the acquisition of other businesses. We may finance future cash needs through public or private equity offerings, ~~products~~debt financings, corporate collaborations or licensing arrangements. Additional funds may not be available ~~technologies;~~when ifwe need them on terms that are acceptable to us, or at all. If adequate funds are not available, we domay be required to delay, reduce the scope of or eliminate one or more of our acquisition opportunities. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through corporate collaborations or licensing arrangements, it may be ~~unable~~necessary to ~~integrate~~relinquish ~~them~~some ~~with~~rights to our ~~business~~technologies ~~effectively~~or our new products, or grant licenses on terms that may not be favorable to us. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at ~~all~~that time. In evaluating whether and how to raise capital, ~~which~~the Company will consider the impact it may ~~adversely~~have ~~affect~~on ~~our~~the ~~business~~ability to utilize its tax attributes in the future. As a result, the Company may be limited as to the amount of equity it can issue without impairing its tax attributes. ~~financial~~In ~~condition~~evaluating whether and ~~operating~~how ~~results~~to raise capital, the Company will consider the impact it may have on the ability to utilize its tax attributes in the future. As a result, the Company may be limited as to the amount of equity it can issue without impairing its tax attributes.

IfWe webelieve ~~find~~our ~~appropriate~~existing ~~opportunities~~cash and ~~have~~cash ~~adequate funding~~equivalents, weand ~~may~~interest ~~acquire other businesses~~thereon, ~~product~~will ~~lines~~be orsufficient ~~technologies.~~to ~~However,~~fund ifour weprojected ~~acquire~~operating arequirements ~~business,~~for ~~product line~~at orleast ~~technology,~~ the ~~process~~next oftwelve months. ~~integration~~However, ~~may~~if ~~produce~~our ~~unforeseen~~success ~~operating~~in ~~difficulties~~generating ~~and~~sufficient ~~expenditures~~operating ~~and~~cash ~~may~~flow ~~absorb~~or ~~significant attention of~~ our ~~management~~use ~~that~~of ~~would~~cash ~~otherwise~~in ~~be available for~~ the ~~ongoing~~next ~~development~~twelve ofmonths ~~our~~were ~~business.~~to ~~Further, the acquisition of~~significantly aadversely ~~business~~change, we may ~~result~~not inhave ~~the~~enough ~~assumption~~funds ofavailable ~~unknown~~to ~~liabilities~~continue oroperating ~~create~~at ~~risks with respect to~~ our ~~existing~~current ~~relationships~~level ~~with~~in ~~suppliers and~~future ~~customers~~periods. IfA welimitation ~~make~~of funds ~~acquisitions,~~available we may ~~issue~~raise ~~shares~~concerns ofabout ~~stock~~our ~~that~~ability ~~dilute~~to ~~other~~continue ~~stockholders,~~to ~~expend~~operate. ~~cash,~~Such ~~incur~~concerns ~~debt,~~may ~~assume~~limit ~~contingent liabilities~~our orability ~~create additional expenses related~~ to ~~amortizing~~obtain ~~intangible~~financing ~~assets,~~and some ~~any~~customers ofmay ~~which~~not ~~may~~be ~~adversely~~willing ~~affect~~to ~~our~~do business, ~~financial condition~~with ~~or operating results~~us.

IfRubicon weTechnology ~~are unable to raise additional capital when needed, we may not be able to execute the acquisition of other businesses.~~ Worldwide

We ~~may~~rely require additional capital to fund operations, capital expenditures and or the acquisition of other businesses. We may finance future cash needs through public or private equity offerings, debt financings, corporate collaborations or licensing arrangements. Additional funds may not be available when we need them on ~~terms~~third ~~that~~parties ~~are~~for ~~acceptable~~certain ~~to us, or at all. If adequate funds are not available, we may be required to delay, reduce the~~material ~~scope of or eliminate one or more of our acquisition opportunities. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience dilution,~~ and ~~debt~~finishing ~~financing,~~steps iffor ~~available, may involve restrictive covenants. To the extent that we raise additional funds through corporate collaborations or licensing arrangements, it may be necessary to relinquish some rights to~~ our ~~technologies or our new~~ products, orincluding ~~grant licenses on terms that may not be favorable to us. We may seek to access~~ the ~~public~~slicing orand ~~private~~polishing ~~capital~~of ~~markets whenever~~our ~~conditions~~sapphire ~~are favorable, even if we do not have an immediate need for additional capital at that time~~crystal.

WeIn ~~believe~~order ~~our~~to ~~existing~~reduce ~~cash,~~product costs and improve cash ~~equivalents~~flow, ~~and~~we ~~short-term~~use ~~investments~~third parties for certain material and ~~interest~~finishing ~~thereon~~functions for our products, ~~will~~including bethe ~~sufficient~~slicing and polishing of our sapphire crystal inventory. These types of services are only available from a limited number of third parties. Our ability to ~~fund~~successfully outsource these finishing functions will substantially depend on our ~~projected~~ability ~~operating~~to ~~requirements~~develop, ~~for~~maintain and expand our atstrategic ~~least~~relationship ~~the~~with ~~next~~these ~~twelve~~third ~~months~~parties. ~~However,~~Any ifimpairment in our ~~success~~relationships with the third parties performing these functions, in ~~generating~~the ~~sufficient~~absence ~~operating~~of ~~cash~~a ~~flow~~timely orand satisfactory alternative arrangement, could have a material adverse effect on our ~~use~~business, results of operations, cash inflow ~~the~~and ~~next~~financial ~~twelve months~~condition. In ~~were~~addition, towe ~~significantly~~do ~~adversely~~not ~~change~~control any of these third parties or the operation of their facilities, and we may not ~~have~~be ~~enough~~able ~~funds~~to ~~available~~adequately tomanage ~~continue~~and ~~operating~~oversee atthe third parties performing our ~~current~~finishing ~~level~~functions. Accordingly, any difficulties encountered by these third parties that result in ~~future~~product defects, delays or defaults on their contractual commitments ~~periods~~to us could adversely affect our business, financial condition and results of operations. In addition, their facilities may be vulnerable to damage or interruption from natural disasters, inclement weather conditions, power loss, acts of terrorism and similar events. A decision ~~limitation~~to close a facility without adequate notice as a result of ~~funds~~these ~~available~~or ~~may~~other ~~raise~~unanticipated ~~concerns~~problems ~~about~~at the facility could result in lengthy interruptions in their services to us; and any loss or interruption of these services could significantly increase our ~~ability~~expenses, cause us to ~~continue~~default on our obligations to ~~operate.~~our ~~Such~~customers ~~concerns~~and/or ~~may~~otherwise ~~limit~~adversely affect our ~~ability~~business. Furthermore, the outsourcing of toour ~~obtain~~finishing ~~financing~~steps, such as slicing and ~~some~~polishing ~~customers~~of wafers, may not continue to be ~~willing~~available toat doreasonable ~~business~~prices ~~with~~or uson commercially reasonable terms, or at all.

~~Rubicon Technology Worldwide~~5

WeOur ~~rely~~gross onmargins ~~third~~could ~~parties~~fluctuate ~~for~~as ~~certain~~a ~~material~~result ~~and~~of ~~finishing~~changes ~~steps~~in ~~for~~ our ~~products,~~product ~~including~~mix ~~the~~and ~~slicing~~other ~~and~~factors, ~~polishing~~which ofmay adversely impact our ~~sapphire~~operating ~~crystal~~results.

InWe ~~order~~anticipate tothat ~~reduce~~our ~~product~~gross ~~costs~~margins ~~and~~will ~~improve~~fluctuate ~~cash~~from ~~flow,~~period weto ~~use~~period ~~third~~as ~~parties~~a ~~for~~result ~~certain~~of ~~material~~the ~~and~~mix ~~finishing~~of ~~functions for our~~ products, ~~including~~that ~~the~~we ~~slicing and~~sell ~~polishing~~in ofany ~~our~~given ~~sapphire crystal inventory~~period. ~~These~~ ~~types~~We ~~of services~~ are ~~only~~working ~~available~~to ~~from~~increase sales ~~a limited number~~ of ~~third~~higher ~~parties. Our ability~~margin toproducts, ~~successfully~~introduce ~~outsource~~new ~~these~~differentiated ~~finishing~~products ~~functions will substantially depend on our ability to develop, maintain~~ and ~~expand~~lower our ~~strategic~~ ~~relationship with these third parties~~costs. ~~Any~~There ~~impairment~~can inbe ~~our~~no ~~relationships~~assurance ~~with~~that ~~the~~we ~~third~~will ~~parties performing these functions,~~be successful in ~~the~~improving ~~absence of a timely and satisfactory alternative arrangement, could have a material adverse effect on~~ our ~~business,~~gross ~~results~~margin ~~of operations, cash flow and financial condition~~mix. In ~~addition,~~If we doare not ~~control~~successful, ~~any~~our ofoverall ~~these~~gross ~~third~~margin ~~parties~~levels orand ~~the~~operating ~~operation~~results ofin ~~their~~future ~~facilities,~~periods ~~and~~would wecontinue ~~may~~to ~~not~~ be ~~able~~adversely toimpacted. ~~adequately~~Increased ~~manage~~competition and ~~oversee~~ the ~~third~~adoption ~~parties~~of ~~performing~~alternatives to our ~~finishing functions. Accordingly~~products, ~~any~~ ~~difficulties~~more ~~encountered by these third parties that result in product defects, delays or defaults on their contractual commitments~~complex toengineering ~~us could adversely affect our business~~requirements, ~~financial~~lower ~~condition~~demand and ~~results~~other offactors ~~operations. In addition, their facilities~~ may belead ~~vulnerable~~ to ~~damage~~a orfurther ~~interruption~~downward ~~from~~shift ~~natural~~in ~~disasters,~~our ~~inclement~~product ~~weather conditions~~margins, ~~power~~leading ~~loss, acts of terrorism and similar events. A decision~~ to ~~close a facility without adequate notice as a result of these or other unanticipated problems at the facility could result~~price inerosion ~~lengthy interruptions in their services to us;~~ and lower ~~any~~revenues ~~loss~~for ~~or interruption of these services could significantly increase our expenses, cause~~ us toin ~~default on our obligations to our customers and/or otherwise adversely affect our business. Furthermore,~~ the ~~outsourcing of our finishing steps, such as slicing and polishing of wafers, may not continue to be available at reasonable prices or on commercially reasonable terms, or at all~~future.

5The markets in which we operate are very competitive, and many of our competitors and potential competitors are larger, more established and better capitalized than we are.

~~Our~~The ~~gross~~markets ~~margins~~for ~~could~~selling ~~fluctuate~~high-quality sapphire asproducts aare ~~result of~~very competitive and have been characterized by broad advancements and changes in ~~our~~technological ~~product~~capabilities. ~~mix~~This competition could result in increased pricing pressure, reduced profit margins, increased sales and ~~other~~marketing ~~factors~~expenses, and failure to increase, or the loss of, market share or expected market share, any of which ~~may~~would ~~adversely~~likely ~~impact~~seriously harm our business, operating results. and financial condition.

We The ~~anticipate~~average ~~that~~selling ~~our~~prices ~~gross margins will fluctuate from period to period as a result~~ of ~~the mix of products that we sell in any given period. We are working to increase~~sapphire ~~sales of higher margin~~ products, ~~introduce~~have ~~new~~historically ~~differentiated~~been ~~products~~volatile and ~~lower our costs. There can be no assurance that we will be successful~~ in ~~improving~~recent ~~our~~years ~~gross~~sapphire margin mix. If we are not successful, our overall gross margin levels and operating results in future periods would continue to be adversely impacted. Increased competition and the adoption of alternatives to our products, more complex engineering requirements, lower demand and other factors may lead to a further downward shift in our product ~~margins,~~prices ~~leading~~have tobeen ~~price erosion~~increasingly ~~and lower revenues for us in the future~~depressed.

~~The~~Historically, ~~markets~~our industry has experienced volatility in ~~which~~product wedemand ~~operate~~and ~~are~~pricing. ~~very~~However, ~~competitive~~in the last five years, the sales prices for our sapphire products have trended downward due to an over-supply of products in the market. In some countries, government programs support sapphire producers who would otherwise be unprofitable; in such circumstances, sapphire may be sold at prices below cost for an extended period of time, depressing market prices, to the detriment of our gross margins. This has had a significant adverse impact on our profitability and ~~many~~our results of operations. Moreover, changes in average selling prices of our ~~competitors~~products as a result of competitive pricing pressures increased sales discounts and ~~potential~~new product introductions by our competitors ~~are~~could ~~larger~~have a significant impact on our profitability. Although we attempt to optimize our product mix, ~~more~~reduce ~~established~~manufacturing costs and ~~better~~pass ~~capitalized~~along ~~than~~certain increases in costs to our customers in order to lessen the effect of decreases in selling prices, we ~~are.~~may not be able to successfully do so in a timely manner or at all, and our results of operations and business may be harmed.

~~The~~We ~~markets~~depend ~~for~~on ~~selling~~a ~~high-quality sapphire~~few ~~products~~customers ~~are~~for ~~very~~a ~~competitive~~major ~~and have been characterized by rapid technological change. This competition could result in increased~~portion ~~pricing~~of ~~pressure,~~our ~~reduced profit margins, increased~~ sales and ~~marketing~~our ~~expenses,~~results ~~and failure to increase, or the loss~~ of, ~~market~~operations ~~share or expected market share, any of which~~ would ~~likely~~be ~~seriously~~adversely ~~harm~~impacted ~~our~~if ~~business,~~they ~~operating~~reduce ~~results~~their ~~and~~order ~~financial condition~~volumes.

~~The~~Historically, ~~average~~we ~~selling~~have ~~prices~~earned, and believe that in the future we will continue to earn, a substantial portion of ~~sapphire~~our revenue from a small number of customers. In 2022, ~~products~~our ~~have~~top ~~historically~~six ~~been~~customers ~~volatile~~accounted for, in the aggregate, approximately 72% of our revenue from our continuing operations, and in ~~recent~~2021, ~~years~~our top ~~sapphire~~three ~~product~~customers ~~prices~~accounted ~~have~~for ~~been~~approximately ~~increasingly~~46% ~~depressed~~of our revenue from our continuing operations. A customer who had accounted for 22% of revenue from continuing operations in 2021 accounted for only 4% of revenue from continuing operations in 2022. A loss of one of our major customers or having a major customer significantly reduce its volume of business with us, could result in materially reduced revenues and profitability unless we are able to replace such demand with other orders promptly. We expect to continue to be dependent on our major customers, the number and identity of which may change from period to period.

~~Historically,~~We ~~our~~generally ~~industry has~~sell ~~experienced volatility in product demand and pricing. However, in the last five years, the sales prices for~~ our ~~sapphire~~ products ~~have~~on ~~trended~~the ~~downward~~basis ~~due to an over-supply~~ of ~~products~~purchase ~~in the market~~orders. ~~In some countries~~Thus, ~~government~~most ~~programs support sapphire producers who would otherwise be unprofitable; in such circumstances, sapphire may be sold at prices below cost for an extended period~~ of ~~time, depressing~~our ~~market~~customers ~~prices,~~could tocease ~~the~~purchasing ~~detriment of~~ our ~~gross~~products ~~margins.~~with ~~This~~little ~~has~~or ~~had~~no anotice ~~significant adverse impact on our profitability~~ and ~~our~~without ~~results of operations~~penalties. ~~Moreover~~In addition, ~~changes~~delays in ~~average~~product ~~selling~~orders ~~prices~~could ofcause our ~~products~~quarterly asrevenue ato ~~result~~vary ofsignificantly. ~~competitive~~A ~~pricing~~number ~~pressures~~of ~~increased sales~~factors ~~discounts and new product introductions by our competitors~~ could ~~have a significant impact on~~ cause our ~~profitability.~~customers ~~Although we attempt~~ to ~~optimize~~cancel ~~our~~or ~~product~~defer ~~mix~~orders, ~~introduce~~including ~~new~~interruptions ~~products,~~to ~~reduce~~their ~~manufacturing~~operations ~~costs~~due ~~and~~to ~~pass~~a ~~along~~downturn ~~certain increases~~ in ~~costs~~their toindustries, ~~our~~natural ~~customers~~disasters, indelays ~~order to lessen the effect of decreases~~ in ~~selling~~manufacturing ~~prices,~~their weown ~~may~~product ~~not~~offerings beinto ~~able~~which toour ~~successfully~~products doare soincorporated, insecuring aother ~~timely~~sources ~~manner~~for orthe ~~at all, and~~products ~~our~~that ~~results~~we ofmanufacture ~~operations~~or ~~and~~developing ~~business~~such ~~may~~products ~~be harmed~~internally.

~~Our future operating results may fluctuate significantly, which makes our future results difficult to predict and could cause our operating results for particular periods to fall below expectations.~~ 6

~~Our~~If ~~revenues~~we ~~and operating results have fluctuated in the past and~~ are ~~likely~~unable to ~~fluctuate~~retain incertain ~~the future. These fluctuations are due to a number of factors, many~~existing ~~of which are beyond our control. In connection with the Board of Directors’ continuing review of alternatives with a goal of providing greater value to our stockholders~~personnel, ~~the Board decided to limit~~ our business ~~focus~~could to the optical and industrial sapphire markets and to exit the LED and mobile device markets. The optical and industrial sapphire markets are smaller markets than our historical undertakings and there is no assurance that we will be ~~able to successfully expand our optical and industrial sapphire business, or that such shift in focus will ultimately improve our profitability or operating results~~harmed.

WeOur ~~depend~~success depends on aour continued ~~few~~ability ~~customers~~to retain and motivate highly skilled personnel. Competition for athese ~~major~~individuals ~~portion~~is intense, and we may not be able ofto successfully retain sufficiently qualified personnel. The inability to retain necessary personnel could harm our ~~sales~~ability to obtain new customers and develop new products and could adversely affect our business and operating results. In addition, the loss of ~~operations~~the ~~would~~services, or bedistraction, of our senior management for any reason could adversely ~~impacted~~affect ifour ~~they~~business, ~~reduce~~operating ~~their~~results ~~order~~and ~~volumes.~~financial condition.

~~Historically,~~We weare ~~have~~dependent ~~earned, and~~on ~~believe that in~~ the ~~future~~continued ~~we will continue to earn, a substantial portion of our revenue from a small number of customers. In 2021,~~services ~~our top three customers accounted for, in the aggregate, approximately 46% of our revenue from our continuing operations,~~ and inperformances ~~2020, our top four customers accounted for approximately 55%~~ of ~~our~~certain ~~revenue~~senior ~~from~~management ~~our~~employees ~~continuing~~such ~~operations.~~as Ifsales wemanagement ~~were to lose one of our major customers or have a major customer significantly reduce its volume of business with us, our revenues~~ and ~~profitability would be materially reduced unless we are able to replace such demand with other orders promptly. We expect to continue to be dependent on our major customers,~~ the ~~number~~head ~~and identity~~ of ~~which may change from period to period~~operations.

WeOn ~~generally~~December ~~sell~~12, ~~our~~2022, ~~products~~the onBoard ~~the basis~~ of ~~purchase~~Directors ~~orders.~~and ~~Thus,~~the ~~most~~Company’s ofChief ~~our~~Executive ~~customers~~Officer, ~~could~~President ~~cease~~and ~~purchasing~~Acting ~~our~~Chief ~~products~~Financial ~~with~~Officer, ~~little~~Timothy orBrog, nomutually agreed ~~notice~~that ~~and~~the ~~without penalties.~~Company’s Inoperational ~~addition,~~staffing ~~delays~~requirements inhad ~~product~~changed ~~orders~~and ~~could~~that ~~cause~~a ~~our~~new ~~quarterly~~Chief ~~revenue~~Executive toOfficer ~~vary~~was ~~significantly~~needed. AMr. ~~number of factors could cause~~Brog ~~our~~remained ~~customers~~employed toby ~~cancel~~the orCompany ~~defer~~until ~~orders~~January 6, ~~including~~2023. ~~interruptions~~Mr. toBrog’s ~~their~~departure ~~operations~~was ~~due~~not tothe aresult ~~downturn~~of inany ~~their~~disagreements ~~industries,~~with ~~natural~~the ~~disasters,~~Company ~~delays~~on inany ~~manufacturing~~matters ~~their~~relating ~~own~~to ~~product~~its ~~offerings~~operations, ~~into~~policies ~~which~~or ~~our~~practices. ~~products~~On ~~are~~February ~~incorporated~~24, ~~securing~~2023, ~~other~~the ~~sources~~Board ~~for~~of ~~the~~Directors ~~products~~appointed Joseph Ferrara ~~that~~as weExecutive ~~manufacture~~Officer orand ~~developing~~Chief ~~such~~Financial ~~products~~Officer ~~internally~~of the Company.

6Our future success is dependent on the continued services and contributions of our senior management who must work together effectively in order to design and produce our products, expand our business, increase our revenue and improve our operating results. The loss of services of our senior management for any reason could adversely affect our business, operating results and financial condition.

IfThe weprotection ~~are~~of ~~unable~~our tointellectual ~~attract~~property rights orand ~~retain~~the ~~qualified personnel,~~defense ~~our~~of ~~business~~claims ~~could~~of beinfringement ~~harmed~~against us by third parties may subject us to costly litigation.

~~Our~~Other ~~success~~companies ~~depends~~might ~~on our~~allege ~~continued~~that ~~ability~~we toare ~~identify,~~infringing ~~attract,~~certain ~~hire,~~of ~~train,~~their ~~retain~~patents ~~and~~or ~~motivate~~other ~~highly~~rights. ~~skilled~~If ~~technical,~~we ~~managerial,~~are ~~manufacturing,~~unable ~~administrative and~~to ~~sales~~resolve ~~and~~these ~~marketing~~matters ~~personnel.~~satisfactorily, ~~Competition~~or ~~for~~to ~~these~~obtain licenses ~~individuals~~on isacceptable ~~intense~~terms, ~~and~~ we may ~~not~~face belitigation. ~~able~~Any litigation to ~~successfully~~enforce ~~recruit~~patents issued to us, ~~assimilate~~to protect trade secrets or know-how possessed by us or ~~retain~~to ~~sufficiently~~defend ~~qualified~~us ~~personnel.~~or Inindemnify ~~particular,~~others weagainst ~~may~~claimed ~~encounter~~infringement ~~difficulties~~of inthe ~~recruiting~~rights ~~and~~of ~~retaining~~others could have a ~~sufficient~~material ~~number~~adverse ofeffect ~~qualified~~on ~~personnel.~~our ~~The~~financial ~~inability~~condition toand ~~attract~~operating ~~and~~results. ~~retain~~Regardless ~~necessary~~of ~~technical,~~the ~~managerial,~~validity ~~manufacturing,~~or ~~administrative~~successful ~~and~~outcome ~~sales~~of ~~and marketing~~any ~~personnel~~such ~~could~~intellectual ~~harm~~property claims, ~~our~~we ~~ability~~may need to ~~obtain~~expend ~~new~~significant ~~customers~~time and ~~develop~~expense ~~new~~to ~~products~~protect ~~and~~our ~~could~~intellectual ~~adversely~~property ~~affect~~rights ~~our~~or ~~business~~to ~~and~~defend against claims of ~~operating~~infringement ~~results.~~by Inthird ~~addition~~parties, ~~the~~which ~~loss~~could ofhave ~~the~~a ~~services,~~material oradverse ~~distraction,~~effect ofon ~~our~~us. ~~senior~~If ~~management~~we ~~for~~lose any ~~reason~~such ~~could~~litigation ~~adversely~~where ~~affect~~we are alleged to ~~our~~infringe ~~business~~the rights of others, ~~operating~~we ~~results~~may ~~and~~be ~~financial~~required ~~condition.~~ to:

We● ~~are~~pay ~~dependent~~substantial ondamages; ~~the~~● ~~continued~~seek ~~services and~~licenses ~~performances~~from ofothers; ~~certain~~or ~~senior~~● ~~management~~change, ~~employees~~or ~~such~~stop asmanufacturing ~~sales~~or ~~management~~selling, ~~and~~some ~~the~~or ~~head~~all of ~~operations.~~our products.

~~Our~~Any ~~future~~of ~~success~~these isoutcomes ~~dependent~~could onhave ~~the~~an ~~continued~~adverse ~~services~~effect ~~and~~on ~~contributions of~~ our ~~senior management who must work together effectively in order to design and produce our products, expand our~~ business, ~~increase our revenue and improve our operating~~ results. ~~The loss~~ of ~~services~~operations ofor ~~our senior management for any reason could adversely affect our business, operating results and~~ financial condition.

~~Our~~We ~~gross~~are ~~margins~~subject to numerous environmental laws and ~~profitability~~regulations, ~~may~~which becould expose us to environmental liabilities, increase our manufacturing and related compliance costs or otherwise adversely ~~affected~~affect byour ~~energy~~business ~~costs~~and operating results.

~~All~~From oftime ~~our~~to ~~power~~time, ~~consumption~~we use ~~takes~~water, ~~place~~oils, inslurries, ~~our~~acids, ~~manufacturing~~adhesives ~~facility~~and inother industrial chemicals. We are subject to a variety of foreign, federal, state and local laws and regulations governing the ~~United~~protection ~~States~~of the environment. ~~Electricity~~These ~~prices~~environmental ~~could~~laws ~~increase~~and ~~due~~regulations toinclude ~~overall~~those ~~changes~~relating to the ~~price~~ ofuse, ~~energy~~storage, ~~due~~handling, todischarge, ~~conditions~~emission, indisposal ~~the~~and ~~Middle~~reporting ~~East~~of toxic, ~~natural~~volatile ~~gas~~or ~~shortages~~otherwise hazardous materials used in ~~the~~our Umanufacturing processes.S. ~~and~~These ~~other~~materials ~~economic~~may ~~conditions~~have ~~and~~been ~~uncertainties~~or ~~regarding the~~could ~~outcome~~be ~~and~~released ~~implications~~into ofthe ~~such~~environment ~~events.~~at Ifproperties ~~electricity~~currently ~~prices~~or ~~increase~~previously ~~significantly~~operated by us, at weother ~~may~~locations ~~not~~during bethe ~~able~~transport of the materials, or at properties to ~~pass~~which ~~these~~we ~~price~~send ~~increases~~substances for treatment or disposal. If we ~~through~~were to ~~our~~violate ~~customers~~or onbecome aliable ~~timely~~under ~~basis,~~environmental iflaws and regulations or become non-compliant with permits required at ~~all~~some of our facilities, ~~which~~we could ~~adversely~~be ~~affect~~held ~~our~~financially ~~gross~~responsible ~~margins~~and incur substantial costs, including investigation and ~~results~~cleanup costs, fines and civil or criminal sanctions, third-party property damages or personal injury claims. In addition, new laws and regulations or stricter enforcement of ~~operations~~existing laws and regulations could give rise to additional compliance costs and liabilities.

~~The protection of our intellectual property rights and the defense of claims of infringement against us by third parties may subject us to costly litigation.~~ 7

~~Other~~RTW’s ~~companies~~operations ~~might allege that we~~ are ~~infringing~~concentrated ~~certain of their patents or other rights. If we are unable to resolve these matters satisfactorily, or to obtain~~in ~~licenses~~one ~~on acceptable terms~~facility, we may face litigation. Any litigation to enforce patents issued to us, to protect trade secrets or know-how possessed by us or to defend us or indemnify others against claimed infringement of the rights of others could have a material adverse effect on our financial condition and ~~operating results. Regardless of~~ the ~~validity~~unavailability ~~or successful outcome~~ of ~~any~~this ~~such~~facility ~~intellectual~~could ~~property claims,~~harm ~~we may need to expend significant time and expense to protect~~ our ~~intellectual property rights or to defend against claims of infringement by third parties, which could have a material adverse effect on us~~business. ~~If we lose any such litigation where we are alleged to infringe the rights of others, we may be required to:~~

●Our ~~pay~~operations ~~substantial~~are ~~damages;~~concentrated in ●one ~~seek~~facility ~~licenses~~located ~~from~~in ~~others;~~Bensenville, orIllinois. ●Should ~~change~~a casualty, ornatural ~~stop~~disaster, ~~manufacturing~~inclement orweather, ~~selling~~an outbreak of disease, ~~some~~power loss, an act of terrorism or ~~all~~similar event affect the Chicagoland area, our operations could be significantly impacted. We may not be able to replicate the operations of our ~~products~~Bensenville facility. The disruption from such an event could adversely affect or interrupt entirely our ability to conduct our business.

~~Any~~We are dependent on information technology, and disruptions, failures or security breaches of ~~these~~our ~~outcomes~~information technology infrastructure could have ana material adverse effect on our operations. In ~~business~~addition, ~~results~~increased ofinformation ~~operations~~technology orsecurity ~~financial~~threats ~~condition~~and more sophisticated computer crime pose a risk to our systems, networks, products and services.

7We rely on information technology networks and systems, including the Internet and cloud services, many of which are managed by third parties, to securely process, transmit and store electronic information of financial, marketing, legal and regulatory nature to manage our business processes and activities. Although we have implemented enhanced controls around our information technology systems, these systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases, power outages, hardware failures, telecommunication failures, user errors, natural disasters, terrorist attacks or other catastrophic events. If any of our significant information technology systems suffer severe damage, disruption or shutdown, and our disaster recovery and business continuity plans do not effectively resolve the issues in a timely manner, our product sales, financial condition and results of operations may be materially and adversely affected, and we could experience delays in reporting our financial results, or our operations may be disrupted, exposing us to performance failures with customers. In addition, cybersecurity threats, such as computer viruses, attacks by computer hackers or other cybersecurity threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. There can be no assurance that our security controls and safeguard measures taken to improve our cybersecurity protection will be sufficient to mitigate all potential risks to our systems, networks and data. Potential consequences of a cybersecurity attack include disruption to systems, corruption of data, unauthorized release of confidential or otherwise protected information, reputational damage, and litigation with third parties. The amount of insurance coverage we maintain may be inadequate to cover claims or liabilities related to a cybersecurity attack.

WeOur ~~are~~NOL ~~subject~~carryforwards tomay ~~numerous~~expire ~~environmental~~or ~~laws and regulations, which~~ could ~~expose~~be substantially uslimited toif ~~environmental~~we ~~liabilities,~~experience ~~increase~~an ~~our~~ownership ~~manufacturing~~change ~~and~~as ~~related~~defined ~~compliance~~in ~~costs~~the IRC or ~~otherwise adversely~~if ~~affect~~changes ~~our~~are ~~business~~made ~~and~~to ~~operating~~the ~~results~~IRC.

InWe ~~our~~have ~~manufacturing~~significant ~~process,~~NOL carryforwards. weUnder ~~use~~federal ~~water,~~tax ~~oils~~laws, ~~slurries,~~we ~~acids,~~can ~~adhesives~~carry forward and ~~other~~use ~~industrial~~our ~~chemicals.~~NOLs ~~We are subject~~ to areduce ~~variety~~our offuture ~~foreign,~~U.S. ~~federal,~~taxable ~~state~~ income and ~~local~~tax ~~laws~~liabilities ~~and~~until ~~regulations~~such NOL ~~governing~~carryforwards ~~the~~expire ~~protection~~in ofaccordance with the ~~environment~~IRC. ~~These~~Our ~~environmental~~NOL ~~laws~~carryforwards ~~and~~provide ~~regulations~~a ~~include~~benefit ~~those relating~~ to ~~the use~~us, ~~storage,~~if ~~handling,~~fully ~~discharge~~utilized, ~~emission, disposal and reporting~~ of ~~toxic, volatile or otherwise hazardous materials used in~~significant ~~our~~future ~~manufacturing~~tax ~~processes~~savings. ~~These~~However, ~~materials~~our ~~may~~ability ~~have~~to ~~been~~use orthese ~~could~~tax bebenefits ~~released~~in ~~into~~future ~~the~~years ~~environment~~will atdepend ~~properties~~upon ~~currently or previously operated by us, at other locations during~~ the ~~transport~~amount of ~~the~~our ~~materials,~~federal orand ~~at properties to which we send substances for treatment or~~state ~~disposal~~taxable income. If we ~~were~~do tonot ~~violate~~have orsufficient ~~become~~federal ~~liable under environmental laws~~ and ~~regulations~~state orincome ~~become~~in ~~non-compliant~~future ~~with~~years ~~permits~~to ~~required at~~use ~~some~~the ofbenefits ~~our~~before ~~facilities~~they expire, we ~~could~~will permanently belose ~~held~~the ~~financially~~benefit ~~responsible~~of ~~and~~the ~~incur~~NOL ~~substantial~~carryforwards. ~~costs,~~Our ~~including~~ability ~~investigation~~to ~~and~~use ~~cleanup~~the ~~costs, fines~~tax ~~and~~benefits ~~civil~~associated orwith ~~criminal~~our ~~sanctions,~~NOL ~~third-party~~carryforwards ~~property~~is ~~damages~~dependent upon orour ~~personal~~generation ~~injury~~of ~~claims.~~future Intaxable ~~addition,~~profits ~~new laws~~ and ~~regulations~~our ~~or stricter~~ability ~~enforcement~~to ofsuccessfully ~~existing~~identify ~~laws~~ and ~~regulations~~consummate ~~could~~suitable ~~give~~acquisitions ~~rise~~or ~~to additional compliance costs and liabilities~~investment opportunities.

~~RTW~~Additionally, Section 382 and Section 383 of the IRC provide an annual limitation on our ability to utilize our NOL carryforwards, as well as certain built-in losses, against the future U.S. taxable income in the event of a change in ownership, as defined under the IRC. While we have implemented a stockholder’s ~~operations~~right ~~are~~plan ~~concentrated~~to protect our NOL carryforwards, there is no assurance that we will not experience a change in ownership ~~one~~in ~~facility~~the future as a result of changes in our stock ownership, and ~~the~~any ~~unavailability~~such subsequent changes in ownership for purposes of ~~this~~the ~~facility~~IRC could further ~~harm~~limit our ~~business.~~ability to use our NOL carryforwards.

Our manufacturing, research and development, sales and marketing, and administrative activities are concentrated in one facility located in Bensenville, Illinois. Going forward, this will be RTW’s sole operating facility. Should a casualty, natural disaster, inclement weather, an outbreak of disease, power loss, an act of terrorism or similar event affect the Chicagoland area, our operations could be significantly impacted. We may not be able to replicate the manufacturing capacity and other operations of our Bensenville facility or such replication could take significant time and resources to accomplish. The disruption from such an event could adversely affect or interrupt entirely our ability to conduct our business.8

WeUnder ~~are~~the ~~dependent~~recently onenacted Tax ~~information~~Cut ~~technology,~~ and ~~disruptions~~Jobs Act, ~~failures~~NOLs generated on or ~~security~~after ~~breaches~~January of1, ~~our~~2018, ~~information~~could ~~technology~~be ~~infrastructure~~limited ~~could~~to ~~have~~80% aof ~~material~~taxable ~~adverse~~income. ~~effect~~If onother ~~our~~changes were made ~~operations. In~~to ~~addition~~the IRC, ~~increased~~they ~~information~~could ~~technology~~impact ~~security~~our ~~threats~~ability ~~and~~to ~~more~~utilize ~~sophisticated~~our ~~computer~~NOLs. ~~crime~~Accordingly, ~~pose~~any asuch ~~risk~~occurrences tocould adversely affect our financial ~~systems~~condition, ~~networks,~~operating ~~products~~results and ~~services~~cash flows.

WeThe ~~rely on information technology~~Company’s networks and systems, including the Internet and cloud services, many of which are managed by third parties, to securely process, transmit and store electronic information of financial, marketing, legal and regulatory nature to manage our business ~~processes and activities. Although we have implemented enhanced controls around our information technology systems~~, ~~these~~results ~~systems may be susceptible to damage, disruptions or shutdowns due to failures during the process~~ of ~~upgrading or replacing software~~operations, databases, power outages, hardware failures, telecommunication failures, user errors, natural disasters, terrorist attacks or other catastrophic events. If any of our significant information technology systems suffer severe damage, disruption or shutdown, and our disaster recovery and business continuity plans do not effectively resolve the issues in a timely manner, our product sales, financial condition and ~~results~~stock ofprice ~~operations~~have ~~may~~been ~~be materially and~~ adversely affected, and we could ~~experience delays~~ in ~~reporting~~the ~~our~~future ~~financial results, or our operations may~~ be ~~disrupted, exposing~~materially usadversely toaffected ~~performance failures with customers. In addition, cybersecurity threats, such as computer viruses, attacks~~ by ~~computer hackers or other cybersecurity threats pose a risk to~~ the ~~security~~COVID-19 ~~of our systems and networks and the confidentiality, availability and integrity of our data~~pandemic. There can be no assurance that our security controls and safeguard measures taken to improve our cybersecurity protection will be sufficient to mitigate all potential risks to our systems, networks and data. Potential consequences of a cybersecurity attack include disruption to systems, corruption of data, unauthorized release of confidential or otherwise protected information, reputational damage, and litigation with third parties. The amount of insurance coverage we maintain may be inadequate to cover claims or liabilities related to a cybersecurity attack.

~~Our~~COVID-19 has Uspread rapidly throughout the world, prompting governments and businesses to take unprecedented measures in response.S. ~~NOL~~Such ~~carryforwards~~measures have ~~may~~included ~~expire~~restrictions oron ~~could~~travel and business operations, temporary closures of businesses, and quarantines and shelter-in-place orders. beThe ~~substantially~~COVID-19 ~~limited~~pandemic ifhas wesignificantly ~~experience~~curtailed anglobal ~~ownership~~economic ~~change~~activity asand ~~defined~~caused significant volatility and disruption in ~~the~~global financial ~~Internal~~markets. ~~Revenue~~The ~~Code~~Company ~~(“IRC”)~~maintains ora iflimited ~~changes~~staff of full-time employees in skilled technical, non-technical and key management ~~are~~positions. ~~made~~If toemployees become infected by the ~~IRC.~~COVID-19 virus we may not be able to maintain normal business operations for an extended period of time.

~~We have significant U.S. NOL~~The ~~carryforwards.~~COVID-19 ~~Under~~pandemic ~~federal tax laws, we can carry forward~~ and ~~use~~the ~~our~~measures ~~NOLs~~taken toby ~~reduce~~many ~~our~~countries ~~future~~in ~~U.S.~~response ~~taxable~~have ~~income~~adversely affected and ~~tax~~could ~~liabilities until such NOL carryforwards expire~~ in ~~accordance with~~ the ~~IRC~~future ofmaterially ~~1986,~~adversely impact asthe ~~amended.~~Company’s ~~Our NOL carryforwards provide a benefit to us~~business, ~~if fully~~results ~~utilized,~~ of ~~significant future tax savings. However~~operations, ~~our~~financial ~~ability~~condition toand ~~use~~stock ~~these~~price. ~~tax~~Following ~~benefits~~the ininitial ~~future~~outbreak ~~years~~of ~~will depend upon~~ the ~~amount~~virus, ofthe ~~our~~Company ~~federal~~experienced ~~and~~disruptions ~~state~~to ~~taxable~~its ~~income.~~manufacturing, Ifsupply wechain ~~do not have sufficient federal~~ and ~~state~~logistical ~~income~~services inprovided ~~future~~by ~~years~~outsourcing ~~to use the benefits~~partners, ~~before~~resulting ~~they~~in ~~expire,~~temporary wesupply ~~will~~shortages ~~permanently~~that ~~lose~~affected ~~the~~sales ~~benefit~~worldwide. ofThe ~~the~~Company ~~NOL~~is ~~carryforwards.~~heavily ~~Our~~reliant ~~ability~~on todomestic ~~use~~and ~~the~~foreign ~~tax~~supply ~~benefits associated with~~chains ~~our~~to ~~NOL~~operate ~~carryforwards~~its isbusinesses. ~~dependent~~The ~~upon~~COVID-19 ~~our~~pandemic ~~generation~~may oflimit ~~future taxable profits~~ and restrict our ~~ability~~access to ~~successfully~~necessary ~~identify~~products ~~and~~that ~~consummate suitable~~are ~~acquisitions~~required orto ~~investment opportunities~~operate.

8The Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The full extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of and compliance with protective public safety measures, and the impact of the pandemic on the global economy and demand for consumer products. Additional future impacts on the Company may include, but are not limited to, material adverse effects on: demand for the Company’s products and services; the Company’s supply chain and sales and distribution channels; the Company’s ability to execute its strategic plans; and the Company’s profitability and cost structure.

~~Additionally, Section 382~~To ~~and~~the ~~Section 383~~extent of the ~~IRC~~COVID-19 ~~provide~~pandemic anadversely ~~annual~~affects ~~limitation~~the onCompany’s ~~our~~business, ~~ability~~results toof ~~utilize our NOL carryforwards~~operations, asfinancial ~~well~~condition asand ~~certain built-in~~stock ~~losses~~price, ~~against~~it ~~the~~may ~~future~~also ~~U.S.~~have ~~taxable income in~~ the ~~event~~effect of aheightening ~~change~~many inof ~~ownership, as defined under~~ the ~~IRC.~~other ~~While~~risks wedescribed ~~have implemented a stockholder’s right plan to protect our NOL carryforwards, there is no assurance that we will not experience a change~~ in ~~ownership in~~this ~~the~~Part ~~future as a result of changes in our stock ownership~~I, ~~and~~Item ~~any~~1A ~~such subsequent changes in ownership for purposes~~ of ~~the~~this ~~IRC~~Annual ~~could further~~Report ~~limit~~on ~~our ability to use our NOL carryforwards~~Form 10-K.

~~Under~~RISKS ~~the~~RELATED ~~recently~~TO ~~enacted Tax~~OWNERSHIP ~~Cut~~OF ~~and~~OUR ~~Jobs~~COMMON ~~Act, U.S. NOLs generated on or after January 1, 2018, could be limited to 80% of taxable income. If other changes were~~STOCK ~~made to the IRC, they could impact our ability to utilize our NOLs. Accordingly, any such occurrences could adversely affect our financial condition, operating results and cash flows.~~

The ~~Company’s business,~~trading ~~results~~price of ~~operations,~~our ~~financial~~common ~~condition~~stock has been and ~~stock~~will ~~price~~likely ~~have~~continue ~~been~~to ~~adversely~~be ~~affected~~volatile ~~and~~due ~~could~~to invarious ~~the~~factors, ~~future~~some beof ~~materially adversely~~which ~~affected~~are bybeyond ~~the~~our ~~COVID-19~~control, ~~pandemic~~and each of which could adversely affect our stockholders’ value.

~~COVID-19~~Our common stock was listed ~~has~~on ~~spread~~the ~~rapidly~~Nasdaq ~~throughout~~Capital Market under the ~~world,~~symbol ~~prompting~~“RBCN” ~~governments~~until ~~and~~it ~~businesses~~was todelisted ~~take~~effective ~~unprecedented~~December ~~measures~~30, in2022 ~~response.~~(see ~~Such~~Item ~~measures~~7 – ~~have~~Management’s ~~included~~Discussion ~~restrictions~~and onAnalysis ~~travel~~of ~~and~~Financial ~~business~~Condition ~~operations,~~and ~~temporary~~Results ~~closures~~of Operations of ~~businesses,~~this ~~and~~Annual ~~quarantines~~Report ~~and~~on ~~shelter~~Form 10-~~in-place~~K ~~orders.~~for more ~~The~~information). ~~COVID-19~~On ~~pandemic~~January ~~has~~3, ~~significantly~~2023, ~~curtailed~~our ~~global~~common ~~economic~~stock ~~activity~~began ~~and~~trading ~~caused~~on ~~significant~~the ~~volatility~~OTCQB ~~and~~Capital ~~disruption~~Market inunder ~~global financial~~the ~~markets~~symbol “RBCN.” ~~The~~Factors related to our Company ~~maintains~~and aour ~~limited~~business, ~~staff~~as ofwell ~~full-time~~as ~~employees~~broad inmarket ~~skilled~~and ~~technical~~industry factors, ~~non-technical~~may ~~and~~adversely ~~key~~affect ~~management positions.~~the Ifmarket ~~employees~~price ~~become~~of ~~infected~~our bycommon stock, ~~the~~regardless ~~COVID-19~~of ~~virus~~our weactual ~~may~~operating ~~not~~performance. beSuch ~~able~~factors tothat ~~maintain~~could ~~normal~~cause ~~business~~fluctuations ~~operations~~in ~~for~~our anstock ~~extended period~~price ofinclude, ~~time.~~among other things:

~~The COVID-19~~● ~~pandemic~~changes ~~and~~in ~~the~~financial ~~measures~~guidance ~~taken~~or estimates by ~~many~~us, ~~countries~~by ininvestors ~~response~~or ~~have~~by ~~adversely~~any ~~affected~~financial ~~and~~analysts ~~could~~who inmight ~~the~~cover ~~future~~our ~~materially~~stock ~~adversely impact~~or ~~the~~our ~~Company’s~~industry; ~~business,~~● ~~results~~our ofability ~~operations,~~to ~~financial~~meet ~~condition and stock price. Following~~ the ~~initial~~performance ~~outbreak~~expectations of ~~the virus,~~financial ~~the~~analysts ~~Company~~or ~~experienced~~investors; ~~disruptions~~● togeneral ~~its~~market ~~manufacturing, supply chain~~ and ~~logistical~~economic ~~services~~conditions; ~~provided by outsourcing partners, resulting in temporary supply shortages that affected sales worldwide. The Company is heavily reliant on domestic~~ and ~~foreign~~● ~~supply~~the ~~chains to~~size ~~operate~~of ~~its~~the ~~businesses.~~public ~~The~~float ~~COVID-19~~of ~~pandemic may limit and restrict~~ our ~~access to necessary products that are required to operate~~stock.

The Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The full extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of and compliance with protective public safety measures, and the impact of the pandemic on the global economy and demand for consumer products. Additional future impacts on the Company may include, but are not limited to, material adverse effects on: demand for the Company’s products and services; the Company’s supply chain and sales and distribution channels; the Company’s ability to execute its strategic plans; and the Company’s profitability and cost structure.9

~~To the~~Our ~~extent~~certificate ~~the COVID-19 pandemic adversely affects the Company’s business, results~~ of ~~operations~~incorporation, ~~financial~~bylaws ~~condition~~ and ~~stock~~ ~~price,~~Delaware itlaw may ~~also~~discourage ~~have~~takeovers ~~the~~and ~~effect~~business ofcombinations ~~heightening~~that ~~many~~our ofstockholders ~~the~~might ~~other~~consider ~~risks described~~ in ~~this~~their ~~Part~~best ~~I, Item 1A of this Form 10-K~~interests.

~~RISKS~~A ~~RELATED~~number TOof ~~OWNERSHIP~~provisions OFin our ~~OUR~~certificate ~~COMMON~~of ~~STOCK~~incorporation and bylaws, as amended, as well as anti-takeover provisions of Delaware law, may have the effect of delaying, deterring, preventing or rendering more difficult a change in control of Rubicon that our stockholders might consider in their best interests. These provisions include:

~~The~~● ~~trading~~a ~~price~~classified Board of Directors; ● a tax benefit preservation plan designed to preserve our ~~common~~ability to utilize our net operating losses as a result of certain stock ~~has~~ownership ~~been and~~changes, ~~will~~which ~~likely~~may ~~continue~~have the effect of discouraging transactions involving an actual or potential change in our ownership; ● granting to bethe ~~volatile~~Board ~~due~~of Directors sole power to ~~various~~set ~~factors~~the number of directors and to fill any vacancy on the Board of Directors, ~~some~~whether such vacancy occurs as a result of ~~which~~an ~~are~~increase ~~beyond~~in the number of directors or otherwise; ● limitations on the ability of stockholders to remove directors; ● the ability of our ~~control,~~Board of Directors to designate and ~~each~~issue one or more series of preferred stock without stockholder approval, the terms of which ~~could~~may ~~adversely affect~~be ~~our~~determined at the sole discretion of the Board of Directors; ● prohibition on stockholders’ ~~value.~~from calling special meetings of stockholders; ● prohibition on stockholders from acting by written consent; ● establishment of advance notice requirements for stockholder proposals and nominations for election to the Board of Directors at stockholder meetings; and ● a requirement that any action taken by the Company or any stockholder that would result in a stockholder owning greater than 49% (an “Above 49% Stockholder”) of the outstanding shares of common stock, would require the approval of a majority of stockholders of the common stock, excluding such Above 49% Stockholder and any entity or person(s) affiliated with such Above 49% Stockholder;

~~Factors~~These ~~related~~provisions tomay ~~our Company~~prevent ~~and~~ our ~~business,~~stockholders asfrom ~~well~~receiving asthe ~~broad~~benefit ~~market~~from ~~and~~any ~~industry~~premium ~~factors,~~to ~~may adversely affect~~ the market price of our common stock, ~~regardless~~offered by a bidder in a takeover context. Even in the absence of ~~our~~a ~~actual~~takeover ~~operating~~attempt, ~~performance.~~the ~~Such~~existence ~~factors~~of ~~that~~these ~~could~~provisions ~~cause~~may ~~fluctuations~~adversely inaffect the prevailing market price of our common stock ~~price~~if ~~include,~~they ~~among~~are ~~other~~viewed ~~things:~~as discouraging takeover attempts in the future.

9The foregoing provisions of our certificate of incorporation and bylaws, as amended, may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

●We ~~changes~~are insubject ~~financial~~to ~~guidance~~litigation ~~or estimates by us~~risks, byincluding securities ~~investors~~class oraction bylitigation, ~~any~~which ~~financial~~may ~~analysts~~be ~~who~~costly ~~might cover our stock or our industry; ● our ability~~ to ~~meet the performance expectations of financial analysts or investors; ● general market and economic conditions; and ● the size of the public float of our stock~~defend.

~~Our~~All ~~certificate~~industries, including ours, are subject to legal claims, including securities litigation. When the market price of ~~incorporation~~a stock declines significantly, ~~bylaws~~due ~~and~~to factors ~~Delaware~~such ~~law~~as ~~may~~trends ~~discourage~~in ~~takeovers~~the stock market in general, broad market and ~~business~~industry ~~combinations~~fluctuations or operating performance, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. This sort of litigation can be particularly costly and may divert the attention of our ~~stockholders~~management ~~might~~and ~~consider~~our resources in ~~their~~general. ~~best~~We ~~interests~~have been subject to securities class action litigation in the past, as disclosed in our previous filings with the SEC. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal claim or proceeding (including by settlement) could have a material effect on our business, financial condition, results of operations or cash flows. Further, uncertainties resulting from the initiation and continuation of securities or other litigation could harm our ability to obtain credit and financing for our operations and to compete in the marketplace.

A number of provisions in our certificate of incorporation and bylaws, as well as anti-takeover provisions of Delaware law, may have the effect of delaying, deterring, preventing or rendering more difficult a change in control of Rubicon that our stockholders might consider in their best interests. These provisions include:10

●Our ~~a classified~~ Board of Directors; ~~● a tax benefits preservation plan designed to preserve our ability to utilize our net operating losses as a result of certain stock ownership changes, which~~ may ~~have~~declare ~~the effect of discouraging transactions involving an actual~~ or ~~potential~~pay ~~change in our ownership; ● granting to the Board of Directors sole power to set the number of directors and to fill~~ any dividends ~~vacancy on the Board of Directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; ● limitations on the ability of stockholders~~ to ~~remove directors; ● the ability of~~ our Board of Directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the Board of Directors; ● prohibition on stockholders ~~from~~in calling special meetings of stockholders; ● prohibition on stockholders from acting by written consent; and ● establishment of advance notice requirements for stockholder proposals and nominations for election to the ~~Board~~foreseeable ~~of Directors at stockholder meetings~~future.

~~These~~The ~~provisions~~declaration, ~~may prevent~~payment ~~our~~and ~~stockholders~~amount ~~from~~of ~~receiving~~any ~~the~~future ~~benefit~~dividends ~~from~~will ~~any~~be ~~premium~~made toat the ~~market~~discretion ~~price~~of our Board of Directors and will depend upon, among other things, the results of our ~~common~~operations, ~~stock~~cash ~~offered~~flows byand afinancial ~~bidder~~condition, inoperating aand ~~takeover~~capital requirements, and other factors the Board of ~~context~~Directors considers relevant. ~~Even~~Historically, inthe Company has never declared or paid cash dividends on its common stock. At the ~~absence~~end of aAugust 2022, ~~takeover~~the ~~attempt~~Company returned $27,092,000 of capital to its shareholders. At the ~~existence~~time of ~~these~~the ~~provisions~~distribution, ~~may~~the ~~adversely~~Company ~~affect~~had an accumulated deficit of approximately $331 million. The Company accounted for the ~~prevailing~~distribution ~~market~~as ~~price~~a reduction of additional paid in capital (see Item 7 – Management’s Discussion and Analysis of ~~our~~Financial ~~common~~Condition ~~stock~~and ifResults ~~they~~of ~~are~~Operations ~~viewed~~of asthis ~~discouraging~~Annual ~~takeover~~Report ~~attempts~~on Form 10-K for more information). The Company may decide to make similar distributions or declare cash dividends in the future, but there is no assurance that the Company will do so.

~~The~~ITEM ~~foregoing provisions of our certificate of incorporation and bylaws may also make it difficult for stockholders to replace or remove our management~~1B. ~~These~~UNRESOLVED ~~provisions may~~STAFF ~~facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.~~COMMENTS

WeDisclosure ~~are~~under ~~subject~~this toitem ~~litigation~~is ~~risks~~not required, ~~including~~as ~~securities~~the ~~class~~registrant ~~action~~is ~~litigation,~~a ~~which~~smaller ~~may~~reporting ~~be costly to defend~~company.

~~All~~ITEM ~~industries, including ours, are subject to legal claims, including securities litigation~~2. When the market price of a stock declines significantly, due to factors such as trends in the stock market in general, broad market and industry fluctuations or operating performance, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. This sort of litigation can be particularly costly and may divert the attention of our management and our resources in general. We have been subject to securities class action litigation in the past, as disclosed in our previous filings with the SEC. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal claim or proceeding (including by settlement) could have a material effect on our business, financial condition, results of operations or cash flows. Further, uncertainties resulting from the initiation and continuation of securities or other litigation could harm our ability to obtain credit and financing for our operations and to compete in the marketplace.PROPERTIES

All of our sapphire operations and certain of our executive functions are located in our Bensenville, Illinois, 30,000 square-foot facility that we purchased in September 2018. During the year ended December 31, 2022, the Company entered into a business loan agreement and promissory note in the amount of $1,620,000, which is secured by the property. For more information regarding the business loan agreement and promissory note, see Note 1 – Summary of Significant Accounting Policies of our Consolidated Financial Statements included in this Annual Report on Form 10-K.

~~Our~~On ~~Board~~September 19, 2022, the Company completed the sale of ~~Directors~~a ~~does~~parcel ~~not~~of ~~intend~~land located in Batavia, Illinois pursuant to ~~declare~~the terms and conditions of the agreement of sale, ordated ~~pay~~as ~~any~~of ~~dividends~~February to7, ~~our~~2022. ~~stockholders~~The inselling price for the ~~foreseeable~~property ~~future~~was $722,000. The Company realized net proceeds of approximately $600,000 after the payment of real estate taxes, brokerage and legal fees, transfer taxes and other expenses.

~~The~~ITEM declaration, payment and amount of any future dividends will be made at the discretion of our Board of Directors and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors the Board of Directors considers relevant3. ~~There~~LEGAL ~~is no plan to pay dividends in the foreseeable future, and if dividends are paid, there can be no assurance with respect to the amount of any such dividend.~~PROCEEDINGS

~~ITEM 1B~~From time to time, we, our subsidiaries and/or our directors and officers may be named in claims arising in the ordinary course of business. Management believes ~~UNRESOLVED~~that ~~STAFF~~there ~~COMMENTS~~are no pending legal proceedings involving us or any of our subsidiaries that will, individually or in the aggregate, have a material adverse effect on our consolidated results of operations or financial condition.

~~Disclosure~~There ~~under~~are ~~this~~no ~~item~~outstanding material ismatters ~~not~~as ~~required~~of December 31, as2022 ~~the registrant~~and isthrough athe ~~smaller~~date ~~reporting~~of ~~company~~this filing.

ITEM 2 4. ~~PROPERTIES~~ MINE SAFETY DISCLOSURES

~~All~~Not ~~of our sapphire operations and certain of our executive functions are located in our Bensenville, Illinois, 30,000 square-foot facility that we purchased in September 2018~~applicable.

On February 7, 2022, we entered into a real estate sale contract to sell our parcel of land in Batavia, Illinois for $722,000 and expect our net proceeds, if the sale is consummated, after the payment of fees, real estate taxes, brokerage and legal fees, transfer and withholding taxes and other expenses to be approximately $600,000.11

~~The~~PART ~~closing~~II ~~of the sale of the Property is subject to certain conditions precedent. There is currently no anticipated closing date.~~

~~ITEM 3. LEGAL~~Market ~~PROCEEDINGS~~Information

~~From~~Our ~~time~~common tostock ~~time,~~was ~~we, our~~listed ~~subsidiaries~~on ~~and/or~~the ~~our~~Nasdaq ~~directors~~Capital ~~and~~Market ~~officers~~under ~~may~~the besymbol ~~named~~“RBCN” inuntil ~~claims~~it ~~arising~~was indelisted ~~the~~effective ~~ordinary~~December ~~course~~30, of2022 ~~business.~~(see ~~Management~~Item ~~believes~~7 – ~~that~~Management’s ~~there~~Discussion ~~are~~and noAnalysis ~~pending~~of ~~legal~~Financial ~~proceedings~~Condition ~~involving~~and usResults orof ~~any~~Operations of ~~our~~this ~~subsidiaries~~Annual ~~that~~Report ~~will~~on Form 10-K for more information). On January 3, ~~individually~~2023, orour incommon stock began trading on the ~~aggregate,~~OTCQB ~~have~~Capital Market under the symbol “RBCN.” The afollowing ~~material~~table ~~adverse~~sets ~~effect~~forth onthe high and low sales prices for our ~~consolidated~~common ~~results~~stock ofas ~~operations~~reported oron ~~financial~~those ~~condition.~~markets for the periods indicated:

There are no outstanding material matters as of December 31, 2021 and through the date of this filing.

	High		Low
Fiscal year ended December 31, 2022
First Quarter	$	9.39	$	8.61
Second Quarter	$	9.68	$	8.58
Third Quarter	$	17.74	$	2.14
Fourth Quarter	$	2.39	$	1.26

ITEM 4. MINE SAFETY DISCLOSURES

	High		Low
Fiscal year ended December 31, 2021
First Quarter	$	11.84	$	9.18
Second Quarter	$	11.92	$	9.42
Third Quarter	$	11.00	$	8.60
Fourth Quarter	$	10.75	$	8.65

~~Not~~Holders ~~applicable.~~

11As of February 28, 2023, our common stock was held by approximately 12 stockholders of record and there were 2,410,265 shares of our common stock outstanding.

~~PART~~Dividend IIPolicy

~~ITEM 5~~Historically, the Company has never declared or paid cash dividends on its common stock. At the end of August 2022, the Company returned $27,092,000 of capital ~~MARKET~~to ~~FOR~~its ~~REGISTRANT’S~~shareholders. ~~COMMON~~At ~~EQUITY~~the time of the distribution, ~~RELATED~~the ~~STOCKHOLDER~~Company ~~MATTERS~~had ~~AND~~an ~~ISSUER~~accumulated ~~PURCHASES~~deficit OFof ~~EQUITY~~approximately ~~SECURITIES~~$330 million. The Company accounted for the distribution as a reduction of additional paid in capital (see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for more information. The Company may decide to make similar distributions or declare cash dividends in the future.

~~Market~~ITEM ~~Information~~6. [Reserved]

~~Our~~Disclosure ~~common~~under ~~stock~~this ~~trades on~~item ~~the~~is ~~NASDAQ~~not ~~Capital~~required ~~Market under the symbol “RBCN”. The following table sets forth the high and low sales prices for our common stock~~ as ~~reported on~~ the ~~NASDAQ~~registrant ~~for~~is ~~the~~a ~~periods~~smaller ~~indicated:~~reporting company.

	High		Low
Fiscal year ended December 31, 2021
First Quarter	$	11.84	$	9.18
Second Quarter	$	11.92	$	9.42
Third Quarter	$	11.00	$	8.60
Fourth Quarter	$	10.75	$	8.65

Recent Sales of Unregistered Securities

	High		Low
Fiscal year ended December 31, 2020
First Quarter	$	9.16	$	7.15
Second Quarter	$	9.00	$	7.25
Third Quarter	$	8.85	$	7.75
Fourth Quarter	$	10.00	$	8.39

None.

~~Holders~~Issuer Purchases of Equity Securities

AsIn November 2018, the Board of ~~February~~Directors ~~28,~~authorized ~~2022~~a program to repurchase up to $3,000,000 ~~our common~~of ~~stock~~shares ~~was~~of ~~held~~the byCompany’s ~~approximately~~common 15stock. ~~stockholders~~As of ~~record~~July ~~and~~2020, ~~there~~the ~~were~~Company had 2repurchased $3,~~446~~000,~~652~~000 of shares of ~~our~~the Company’s common stock ~~outstanding~~.

~~Dividend~~On ~~Policy~~December 14, 2020, the Board of Directors authorized an additional $3,000,000 for the repurchase of the Company’s common stock. On July 5, 2022 the Company announced that it had entered into the Purchase Agreement with Janel, pursuant to which Janel would commence a cash tender offer to purchase up to 45% of the outstanding shares of the Company’s common stock on a fully-diluted basis at a price of $20.00 per share. The transaction was subsequently consummated in August 2022. Pursuant to the terms of the Company’s share repurchase program, the Janel transaction resulted in the automatic termination of the program.

WeThere ~~have~~was ~~never~~no ~~declared~~share ~~or paid~~repurchase ~~cash~~activity ~~dividends~~during ~~on our common stock. We currently intend to retain future earnings to finance~~ the ~~growth~~year ~~and~~ended ~~development~~December ~~of our business and we do not anticipate declaring or paying any cash dividends in the foreseeable future. The declaration~~31, ~~payment and amount of any future dividends will be made at the discretion of our Board of Directors~~2022.

~~ITEM 6. [Reserved]~~12

~~Disclosure~~ITEM ~~under~~7. ~~this~~MANAGEMENT’S ~~item is~~DISCUSSION ~~not~~AND ~~required~~ANALYSIS asOF ~~the~~FINANCIAL ~~registrant~~CONDITION isAND aRESULTS ~~smaller~~OF ~~reporting company.~~OPERATIONS

~~Recent~~The ~~Sales~~following discussion and analysis of ~~Unregistered~~our ~~Securities~~financial condition and results of operations should be read together with our financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. You should review the “Risk Factors” section of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements described in the following discussion and analysis.

~~None.~~OVERVIEW

~~Issuer~~Rubicon ~~Purchases~~currently consists of ~~Equity~~two ~~Securities~~subsidiaries, Rubicon Worldwide LLC, doing business as RTW, and Rubicon Technology BP LLC. In June 2021, the operations of Rubicon DTP LLC, doing business as Direct Dose Rx were discontinued.

InRTW ~~November~~is ~~2018,~~an ~~our~~advanced ~~Board~~materials ofprovider ~~Directors~~specializing ~~authorized~~in monocrystalline sapphire for applications in optical and industrial systems. Sapphire is a ~~program~~desirable tomaterial for ~~repurchase~~high-performance upapplications due to $3its hardness and strength,~~000~~ transparency in the visible and infrared spectrum,~~000~~ ofthermal ~~our~~conductivity, thermal ~~common~~shock ~~stock~~resistance, abrasion resistance, high melting point and chemical inertness. As a result, it is ideally suited for extreme environments in a range of ~~July~~industries ~~2020,~~where ~~the~~material ~~Company~~durability ~~used~~is ~~all~~just as important as optical clarity. We believe that we continue to have a reputation as one of the ~~original~~highest quality sapphire sources in the market. We provide optical and industrial sapphire products ~~authorized~~in $3a variety of shapes and sizes. We manage our operations and ship from our owned facility located in Bensenville,~~000,000~~ Illinois.

OnOur ~~December~~sapphire ~~14,~~business ~~2020, Rubicon’s~~operates ~~Board~~in ofa ~~Directors~~very ~~authorized~~competitive anmarket. ~~additional~~Our ~~$3,000,000~~ability ~~for~~to ~~the~~expand ~~repurchase~~our ofoptical ~~the Company’s common stock. The timing, price~~ and ~~volume of~~industrial ~~repurchases~~business ~~will be based on market conditions, relevant securities laws~~ and ~~other~~the ~~factors.~~acceptance ~~The~~of ~~stock~~new ~~repurchases~~product ~~may~~offerings ~~be made from~~are ~~time~~difficult to ~~time,~~predict. ~~through~~Our ~~solicited~~total orsales ~~unsolicited~~backlog ~~transactions~~was inapproximately ~~the open market~~$1,167,100 inand ~~privately negotiated transactions or pursuant to a Rule 10b5-~~$1,735,000 ~~plan.~~as ~~The~~of ~~program~~December ~~may be terminated~~31, ~~suspended~~2022 orand ~~modified~~2021, ~~at any time~~respectively.

~~There~~In June 2021 the operations of Direct Dose Rx were discontinued. The costs associated with such closure were not material. Direct Dose Rx was noa ~~share~~specialized ~~repurchase~~pharmacy ~~activity~~that ~~during~~provided prescription medications, over-the-counter ~~year~~drugs ~~ended~~and ~~December~~vitamins 31to patients being discharged from skilled nursing facilities and hospitals and directly to retail customers who want such medications delivered to their home. The delivered products were sorted by the dose, ~~2021~~date, and time to be taken, and came in easy-to-use, perforated strip-packaging as opposed to separate pill bottles. Direct Dose Rx was licensed to operate in 11 states. The services offered by Direct Dose Rx benefited patients, skilled nursing facilities and hospitals by reducing the risk of hospital readmissions.

~~ITEM 7~~In August 2022, Janel completed a tender offer to acquire 1,108,000 shares or 45% of our outstanding common stock at a price per share of $20.00. The tender offer was made pursuant to the terms and conditions set forth in the Purchase Agreement. The terms and conditions provided ~~MANAGEMENT~~that, immediately after the consummation of the tender offer, the Company pay a cash distribution to all stockholders of $11.00 per share. This cash distribution was made in August 2022 and totaled approximately $27.1 million. As part of the transaction, the Board of Directors approved Amendment No. 2 to the Rights Agreement, regarding the Company’Ss ~~DISCUSSION~~ability ~~AND~~to ~~ANALYSIS~~utilize OFits ~~FINANCIAL~~NOL ~~CONDITION~~carryforwards. ~~AND~~This ~~RESULTS~~amendment extended OFthe ~~OPERATIONS~~final expiration date of the Rights Agreement to September 1, 2025. For more information regarding the Rights Agreement, see Note 8 – Stockholder Rights Agreement to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. You should review the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements described in the following discussion and analysis. 13

12We have significant NOL carryforwards. Under federal tax laws, we can carry forward and use our NOLs to reduce our future U.S. taxable income and tax liabilities until such NOL carryforwards expire in accordance with the IRC. Our NOL carryforwards provide a benefit to us, if fully utilized, of significant future tax savings. However, our ability to use these tax benefits in future years will depend upon the amount of our federal and state taxable income. If we do not have sufficient federal and state income in future years to use the benefits before they expire, we will permanently lose the benefit of the NOL carryforwards. Our ability to use the tax benefits associated with our NOL carryforwards is dependent upon our generation of future taxable profits and our ability to successfully identify and consummate suitable acquisitions or investment opportunities. As part of completing the Janel transaction, the Company took into consideration the impact it would have on the NOL carryforwards, and determined that the transaction would not result in any impairment. Rubicon is continuing to evaluate opportunities to utilize the NOL carryforwards.

~~OVERVIEW~~Rubicon Technology, Inc. is a Delaware corporation and was incorporated on February 7, 2001. Our common stock historically was listed on the Nasdaq Capital Market. On December 13, 2022, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its common stock from the Nasdaq Capital Market, and on December 23, 2022, filed a Form 25 with the SEC. The delisting of the Company’s common stock became effective on December 30, 2022. On January 3, 2023, the Company’s common stock began trading on the OTCQB Capital Market under the symbol “RBCN.”

~~Rubicon~~The ~~Technology,~~Board ~~Inc~~of Directors has determined that the voluntary delisting of the Company’s common stock from the Nasdaq Capital Market was in the best interests of the Company and its stockholders. ~~(“Rubicon”~~The decision of the Board of Directors was based on careful review of several factors, including the orbenefits to the “Company”) ~~currently~~of ~~consists~~eliminating the expenses of ~~one~~being ~~operating~~listed ~~subsidiary~~on the Nasdaq Capital Market and the costs associated with it, ~~Rubicon~~as well ~~Technology~~as ~~Worldwide~~eliminating ~~LLC~~the demands on management’s time of complying with the Nasdaq listing standards. On March 10, 2023, the Company commenced filing with the SEC post-effective amendments to various registration statements on Form S-3 (~~“RTW”~~File Nos. 333-167272 and 333-192536) and Form S-8 (File Nos. In333-147552, 333-180211 and 333-213025) to remove from registration any and all securities registered but unsold ~~June~~under ~~2021~~each of the ~~operations~~registration statements as of ~~Rubicon~~the ~~DTP~~date ~~LLC~~of the relevant post-effective amendment. On March 28, 2023, the Board of Directors determined that the voluntary deregistration from the reporting requirements under the Securities Exchange Act of 1934, as amended (the “~~Direct~~Exchange ~~Dose Rx~~Act”), was in the best interests of the Company and its stockholders. Further, on or ~~DDRX”~~about March 30, 2023, the Company intends to file a Form 15 with the SEC to suspend the Company’s reporting obligations under Section 15(d) ~~were~~of ~~discontinued~~the Exchange Act. Upon the filing of the Form 15, the Company's obligation to file periodic reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be suspended immediately.

~~RTW~~Historically, iswe anhave ~~advanced materials~~earned, ~~provider~~and ~~specializing~~believe that in ~~monocrystalline~~the ~~sapphire~~future ~~for~~we ~~applications~~will incontinue ~~optical~~to ~~and~~earn, ~~industrial~~a ~~systems.~~substantial ~~Sapphire~~portion isof our revenue from a ~~desirable~~small ~~material~~number of customers. For the year ended December 31, 2022, we had six customers individually that accounted for ~~high-performance~~approximately ~~applications~~15%, ~~due~~12%, to12%, ~~its~~11%, ~~hardness~~11%, and ~~strength,~~11% of ~~transparency~~our inrevenue from our continuing operations. For the ~~visible~~year ~~and~~ended ~~infrared~~December 31, ~~spectrum~~2021, ~~thermal~~we ~~conductivity,~~had three customers individually that accounted ~~thermal~~for ~~shock~~approximately ~~resistance~~22%, ~~abrasion resistance~~12%, ~~high~~and ~~melting~~12% ~~point~~of ~~and~~our ~~chemical~~revenue ~~inertness.~~from Asour acontinuing ~~result,~~operations. itThe iscustomer ~~ideally~~who ~~suited~~had accounted for ~~extreme~~22% of revenue from ~~environments~~continuing operations in a2021 ~~range~~accounted for only 4% of ~~industries~~revenue ~~where~~from ~~material~~continuing ~~durability~~operations isin ~~just~~2022. asOur ~~important~~principal ascustomers ~~optical~~have ~~clarity. We~~been ~~believe~~defense subcontractors, ~~that~~industrial manufacturers, fabricators and resellers. Although we ~~continue~~ are attempting to ~~have~~diversify aand ~~reputation~~expand asour ~~one~~customer ofbase, we ~~the~~expect ~~highest~~our ~~quality~~sales ~~sapphire~~to ~~sources~~continue into ~~the~~be ~~market~~concentrated among a small number of customers. We ~~provide~~also ~~optical~~expect ~~and~~that ~~industrial~~our ~~sapphire~~significant ~~products~~customers may inchange afrom ~~variety~~time to time. No other customer accounted for 10% or more of ~~shapes~~our ~~and~~revenues ~~sizes,~~from ~~including~~our ~~round~~continuing ~~and~~operations ~~rectangular~~during ~~windows,~~the ~~blanks,~~years ended ~~domes~~December 31, ~~tubes~~2022 and ~~rods~~2021 other than those referred to above.

~~Historically,~~We wesell ~~have~~our ~~also provided sapphire~~ products toon ~~the~~a global ~~LED~~basis. ~~and~~For ~~mobile device markets, which are~~ the ~~largest~~year ~~markets~~ended ~~for sapphire. However~~December 31, ~~given competitive pressures in those markets~~2022, in the ~~fourth~~North ~~quarter~~American ~~of 2016 we announced our decision to focus on the optical~~ and ~~industrial~~other ~~sapphire~~ markets ~~and~~ ~~exit~~accounted ~~the~~for ~~LED~~82% ~~market. Following this decision, we closed our Malaysia facility~~ and ~~scaled~~18% ~~down~~of ~~and consolidated~~ our ~~remaining operations~~revenue, ~~in the U~~respectively.S. InFor the ~~succeeding~~year ~~years~~ended weDecember 31, ~~have completed individual sales and held auctions for assets located in Malaysia and at each of our U.S. properties~~2021, ~~resulting in~~ the ~~sale~~North ofAmerican ~~certain of our excess equipment~~ and ~~consumable~~other ~~assets.~~markets Inaccounted ~~December~~for ~~2019~~90% ~~we entered into a purchase~~ and ~~sale~~10% ~~agreement~~of ~~to sell~~ our ~~manufacturing facility located in Malaysia. In June 2020, the Company completed the sale of~~revenue ~~its Malaysian facility for net proceeds~~ of ~~approximately~~continuing $4operations,~~800,000~~ ~~after~~respectively. ~~the~~All ~~payment~~our ofrevenue ~~consent fees, real estate taxes, brokerage~~ and ~~legal~~ ~~fees,~~corresponding ~~transfer~~accounts ~~and~~receivable ~~other~~are ~~expenses.~~denominated ~~The~~in ~~Company recorded a gain on the disposal of the Malaysian facility of approximately $1,800,000~~U. ~~In December 2020, Rubicon sold all of the outstanding shares of capital stock of its wholly owned subsidiary Rubicon Sapphire Technology (Malaysia) SDN BHD~~S. ~~The Company recorded a gain on the sale of $261,000~~dollars. InFor ~~February 2022, we entered into a real estate sale contract~~more toinformation ~~sell~~about our ~~parcel~~revenues ofby ~~land~~geographic ~~in Batavia~~region, ~~Illinois (~~see ~~Footnote~~Note ~~13).~~2 ~~The~~– ~~closing~~Segment ofInformation ~~the sale~~ of ~~the~~our ~~Property~~Consolidated isFinancial ~~subject~~Statements ~~to certain conditions~~included ~~precedent.~~in ~~There~~this isAnnual ~~currently~~Report noon ~~anticipated~~Form ~~closing date~~10-K.

WeFinancial ~~manage our~~ operations ~~and ship from our owned facility located in Bensenville, Illinois.~~

~~Our~~Revenue. RTW’s revenue consists of sales of optical and industrial sapphire ~~business~~products ~~operates in~~sold aas ~~very~~blanks ~~competitive~~or ~~market~~polished windows. ~~Our~~Products ~~ability~~are made to ~~expand~~varying specifications, ~~our~~such ~~optical~~as ~~and~~crystal ~~industrial~~planar ~~business~~orientations and thicknesses. We expect that in future periods our revenue will continue to be primarily from the ~~acceptance~~sale of ~~new~~optical materials. We recognize revenue once the performance obligation is satisfied, when the product ~~offerings~~is ~~are~~manufactured ~~difficult~~ to ~~predict.~~the ~~Our~~customer’s ~~total~~specification ~~sales~~and ~~backlog~~based ~~was~~upon ~~approximately~~shipping $1terms,~~735~~ title,~~000~~ and ~~$747,000~~control asof the product and risk of ~~December~~loss ~~31,~~transfer ~~2021~~to the customer. Delays in product orders or changes to the timing of shipments could cause our quarterly revenue to vary significantly. All of our revenue and ~~2020,~~corresponding ~~respectively~~accounts receivable are denominated in U.S. dollars. Substantially all our revenue is generated by our direct sales team and we expect this to continue in the future.

In June 2021 the operations of Direct Dose Rx were discontinued. The costs associated with such closure were not material. Direct Dose Rx was a specialized pharmacy that provided prescription medications, over-the-counter drugs and vitamins to patients being discharged from skilled nursing facilities and hospitals and directly to retail customers who want such medications delivered to their home. The delivered products were sorted by the dose, date, and time to be taken, and came in easy-to-use, perforated strip-packaging as opposed to separate pill bottles. Direct Dose Rx was licensed to operate in 11 states. The services offered by Direct Dose Rx benefited patients, skilled nursing facilities and hospitals by reducing the risk of hospital readmissions.14

~~Rubicon~~Cost isof ~~actively~~goods ~~evaluating~~sold. ~~the~~Our ~~acquisition~~cost of ~~profitable~~goods ~~companies~~sold consists primarily of manufacturing materials, labor, manufacturing related overhead such as utilities, depreciation, rent, provisions for excess and obsolete inventory reserves, idle plant and other variance charges, outsourcing costs, freight and warranties. We purchase materials and supplies to support current and future demand for our products. We are subject to variations in ~~order~~the cost of consumable assets from period to ~~utilize~~period because we do not have long-term fixed-price agreements with our ~~substantial~~suppliers. ~~net~~We ~~operating~~currently ~~loss~~outsource a ~~(“NOL”)~~material ~~tax~~amount ~~carryforwards~~of our production processes and needs.

~~Rubicon~~Gross ~~Technology,~~profit ~~Inc~~(loss). Our isgross aprofit ~~Delaware~~(loss) ~~corporation~~has been and ~~was~~will ~~incorporated~~continue onto ~~February 7,~~be ~~2001.~~affected ~~Our~~by ~~common~~a ~~stock~~variety isof ~~listed~~factors, onincluding ~~the~~average ~~NASDAQ~~sales ~~Capital~~prices ~~Market~~of ~~under~~our products, ~~the~~product ~~ticker~~mix, ~~symbol~~and ~~“RBCN~~our ability to reduce costs.”

~~Historically,~~General ~~we have earned,~~ and ~~believe that in the future we will continue to earn, a substantial portion of our revenue from a small number of customers. For the~~administrative ~~year ended December~~expenses. ~~31,~~General ~~2021,~~and weadministrative ~~had~~expenses ~~three~~(“G&A”) ~~customers~~consist ~~individually~~primarily ~~that~~of ~~accounted~~compensation ~~for approximately 22%, 12%,~~ and ~~12%~~associated ~~of our revenue~~costs ~~from our continuing operations. For the year ended December 31, 2020, we had four customers individually that accounted~~ for ~~approximately 21%,~~employees ~~13%,~~in ~~11%~~finance, ~~and~~information ~~10%~~technology ~~of our revenue from our continuing operations. Our principal customers have been defense subcontractors, industrial manufacturers, fabricators~~ and ~~resellers.~~administrative ~~Although we are attempting to diversify and expand our customer base~~activities, wecharges ~~expect~~for ~~our sales to continue to be concentrated among a small number of customers. However~~accounting, welegal ~~also expect that our significant customers may change from time to time. No other customer accounted for 10% or more of our revenues from our continuing operations during the years ended December 31~~services, ~~2021~~insurance and stock-based ~~2020 other than those referred to above~~compensation.

13Sales and marketing expenses. Sales and marketing expenses consist primarily of salaries and associated costs for employees engaged in sales activities.

We(Gain) ~~sell~~loss ~~our products~~ on asale ~~global~~or ~~basis~~disposal ~~and~~of ~~historically~~assets. ~~derived~~(Gain) aloss ~~significant~~on ~~portion~~sale ofor ~~our~~disposal ~~revenue from customers outside~~ of ~~North~~assets ~~America,~~represents ~~with~~ the ~~majority~~difference ofbetween ~~our sales to~~ the ~~Asian~~amount ~~and~~of ~~European~~proceeds ~~markets.~~from ~~Following~~sale ~~the decision to limit~~ of our ~~focus~~property, toequipment ~~the optical~~ and ~~industrial~~consumable ~~sapphire~~assets ~~markets,~~and atheir ~~major source~~respective ofnet ~~our~~book ~~revenue is derived from the North American market~~values. ~~For~~When the ~~year~~amount ~~ended~~of ~~December 31,~~proceeds ~~2021,~~exceeds the ~~North~~net ~~American~~book ~~and other~~value ~~markets accounted for 90% and 10%~~ of ~~our~~an ~~revenue,~~underlying ~~respectively. For the year ended December 31~~asset, ~~2020,~~we ~~the~~record ~~North~~this ~~American~~favorable ~~and~~variance ~~other markets~~as ~~accounted~~a ~~for~~gain ~~88%~~on ~~and~~sale ~~12%~~or ofdisposal ~~our revenue~~ of ~~continuing~~assets. ~~operations~~Alternatively, ~~respectively.~~when ~~All~~the ~~our~~net ~~revenue~~book ~~and~~value of ~~corresponding~~an ~~accounts~~asset ~~receivable are~~exceeds ~~denominated~~the inamount ~~U.S.~~of ~~dollars.~~proceeds ~~For~~recovered ~~more~~from ~~information~~sale ~~about~~or ~~our~~disposal ~~revenues~~of bythis ~~geographic region~~asset, ~~see~~such ~~Note~~unfavorable 2variance –is ~~Segment~~recorded ~~Information of~~as ~~our~~a ~~Consolidated~~loss on ~~Financial~~sale ~~Statements~~or ~~included~~disposal inof ~~this Annual Report on Form 10-K~~assets.

~~Financial~~Other ~~operations~~gain. Other gain includes the settlement of liabilities for amounts that were less than amounts originally recorded and compensation received for an easement right.

~~Revenue.~~Other ~~RTW’s revenue~~income ~~consists of sales of optical and industrial sapphire products sold as blanks or polished windows~~(expense). ~~Products are made to varying~~ Other ~~specifications,~~income ~~such~~(expense) asconsists ~~crystal planar orientations and thicknesses. With the focus on smaller optical and industrial markets and the consolidation~~ of ~~our~~interest ~~operations in the U.S.~~income, weinterest ~~expect in future periods our revenue will continue to be primarily from the sale of optical materials. We recognize revenue once the performance obligation is satisfied~~expense, ~~when~~gains ~~the product is manufactured to the customer’s specification~~ and ~~based~~losses ~~upon~~on ~~shipping terms~~investments, ~~title,~~ and ~~control~~grant ~~of the product and risk of loss transfer to the customer. Delays in product orders or changes to the timing of shipments could cause our quarterly~~ revenue ~~to vary significantly~~. All of our revenue and corresponding accounts receivable are denominated in U.S. dollars. Substantially all our revenue is generated by our direct sales team and we expect this to continue in the future.

~~Cost~~Provision offor ~~goods~~income ~~sold~~tax. We ~~Our~~account ~~cost~~for ofincome ~~goods~~taxes ~~sold~~under ~~consists~~the ~~primarily~~asset and liability method whereby the expected future tax consequences of ~~manufacturing~~temporary ~~materials,~~differences ~~labor,~~between the ~~manufacturing~~book ~~related~~value ~~overhead~~and ~~such~~the tax basis of assets and liabilities are recognized as ~~utilities,~~deferred ~~depreciation~~tax assets and liabilities, using enacted tax rates ~~rent,~~in ~~provisions~~effect for ~~excess~~the ~~and~~year ~~obsolete~~in ~~inventory~~which ~~reserves,~~the ~~idle~~differences ~~plant~~are ~~charges,~~expected ~~outsourcing~~to ~~costs~~be recognized. Our analysis of ownership changes that limit the utilization of our NOL carryforwards as of December 31, ~~freight~~2022, ~~and~~shows ~~warranties~~no impact on such utilization. We ~~purchase~~are in a cumulative loss position for the ~~materials~~past ~~and~~three ~~supplies~~years which is considered significant negative evidence that is difficult to ~~support~~overcome ~~current~~on a “more likely than not” standard through objectively verifiable data. Based on an evaluation in accordance with the accounting standards, as of December 31, 2022 and ~~future~~2021, ~~demand~~a ~~for~~valuation ~~our~~allowance ~~products~~has been recorded against the net U.S Wedeferred ~~are~~tax ~~subject~~assets in order to ~~variations~~measure inonly the ~~cost~~portion of the ~~consumable~~deferred tax assets ~~from~~ ~~period~~that are more likely than not to ~~period~~be ~~because~~realized based on the weight of all the available evidence. Until an appropriate level of sustained profitability is attained, we doexpect ~~not~~to ~~have~~maintain ~~long-term~~a ~~fixed-price~~full ~~agreements~~valuation ~~with~~allowance on our ~~suppliers~~U.S. Wenet deferred tax assets. Any U.S tax benefits or tax expense recorded on the Consolidated Statement of Operations will be offset with the corresponding adjustment from the use of the NOL carryforward asset which currently ~~outsource~~has ~~some~~a full valuation allowance. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our ~~production~~valuation allowance with a corresponding impact to the ~~processes~~provision ~~and~~for ~~needs~~income taxes in the period in which such determination is made.

~~Gross~~Stock-based ~~profit (loss)~~compensation. ~~Our~~The ~~gross~~majority ~~profit~~of ~~(loss)~~our ~~has~~stock-based ~~been~~compensation ~~and~~relates ~~will~~primarily ~~continue~~ to beour ~~affected~~Board ~~by a variety~~ of ~~factors~~Directors, ~~including~~executive ~~average~~and ~~sales~~administrative ~~prices~~personnel ofand ~~our~~is ~~products,~~accounted ~~product~~for ~~mix,~~as ~~our~~a ~~ability~~G&A toexpense. ~~reduce~~For ~~manufacturing~~the ~~costs,~~years ~~idle~~ended ~~plant~~December 31, ~~charges~~2022 and ~~fluctuations~~2021, inour ~~the~~stock-based ~~costs~~compensation ofexpense ~~electricity~~was $182,000 ~~production supplies~~ and ~~other manufacturing overhead costs~~$371,000, respectively.

General and administrative expenses. General and administrative expenses (“G&A”) consist primarily of compensation and associated costs for employees in finance, information technology and administrative activities, charges for accounting, legal services, insurance and stock-based compensation.15

~~Sales~~RESULTS ~~and~~OF ~~marketing~~OPERATIONS expenses. Sales and marketing expenses consist primarily of salaries and associated costs for employees engaged in sales activities, product samples, charges for participation in trade shows and travel.

~~(Gain)~~The ~~loss~~following ontable ~~sale or disposal~~sets offorth ~~assets. (Gain) loss on sale or disposal of assets represents the difference between the amount of proceeds from sale of~~ our ~~property, equipment~~consolidated ~~and~~statements ~~consumable assets and their respective net book values. When the amount~~ of ~~proceeds~~continuing ~~exceeds~~operations ~~the~~for ~~net book value of an underlying asset, we record this favorable variance as a gain on sale or disposal of assets. Alternatively, when~~ the ~~net~~periods ~~book value of an asset exceeds the amount of proceeds recovered from sale or disposal of this asset, such unfavorable variance is recorded as a loss on sale or disposal of assets.~~indicated:

Other income (expense). Other income (expense) consists of interest income, gains and losses on investments, and currency translation.

	Year Ended
	December 31,
	2022			2021
	(in thousands)

Revenue	$	3,587		$	4,061
Cost of goods sold		2,147			2,798
Gross profit		1,440			1,263
Operating expenses:
General and administrative		2,346			2,130
Sales and marketing		136			210
Gain on sale or disposal of assets		(1,410	)		(613	)
Other gain		(217	)		—
Total operating expenses		855			1,728
Income (loss) from continuing operations		585			(464	)
Other income		334			5
Income (loss) before income taxes from continuing operations		919			(459	)
Income (loss) from discontinued operations, net of taxes		16			(271	)
Income tax expense		—			—
Net income (loss)	$	935		$	(730	)

14The following table sets forth our statements of operations as a percentage of total revenue for the periods indicated:

Provision for income tax. We account for income taxes under the asset and liability method whereby the expected future tax consequences of temporary differences between the book value and the tax basis of assets and liabilities are recognized as deferred tax assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to be recognized. Our analysis of ownership changes that limit the utilization of our NOL carryforwards as of December 31, 2021, shows no impact on such utilization. We are in a cumulative loss position for the past three years which is considered significant negative evidence that is difficult to overcome on a “more likely than not” standard through objectively verifiable data. Based on an evaluation in accordance with the accounting standards, as of December 31, 2021 and 2020, a valuation allowance has been recorded against the net U.S. and Malaysia deferred tax assets in order to measure only the portion of the deferred tax assets that are more likely than not to be realized based on the weight of all the available evidence. Until an appropriate level of sustained profitability is attained, we expect to maintain a full valuation allowance on our U.S. and Malaysia net deferred tax assets. Any U.S. and Malaysia tax benefits or tax expense recorded on the Consolidated Statement of Operations will be offset with the corresponding adjustment from the use of the NOL carryforward asset which currently has a full valuation allowance. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

	Year Ended
	December 31,
	2022			2021

Revenue		100	%		100	%
Cost of goods sold		60			69
Gross profit		40			31
Operating expenses:
General and administrative		65			52
Sales and marketing		4			5
Gain on sale or disposal of assets		(39	)		(15	)
Other gain		(6	)		—
Total operating expenses		24			42
Income (loss) from continuing operations		16			(11	)
Other income		9			—
Income (loss) before income taxes from continuing operations		25			(11	)
Income (loss) from discontinued operations, net of taxes		—			(7	)
Income tax expense		—			—
Net income (loss)		25	%		(18	)%

~~Stock-based~~Comparison ~~compensation. The majority~~ of ~~our stock-based compensation relates primarily to our Board of Directors, executive and administrative personnel and is accounted for as a G&A expense. For the~~ years ended December 31, ~~2021~~2022 and ~~2020, our stock-based compensation expense was $371,000 and $199,000, respectively.~~2021

~~RESULTS~~Revenue. OFRevenue ~~OPERATIONS~~from continuing operations was $3,587,000 for the year ended December 31, 2022, and $4,061,000 for the year ended December 31, 2021, a decrease of $474,000. This decrease in revenue was primarily due to the reduction in revenue from a major customer, offset by increased revenue from the remaining customer base.

~~The following table sets forth our consolidated statements of continuing operations for the periods indicated:~~16

	Year Ended
	December 31,
	2021			2020
	(in thousands)
Revenue	$	4,061		$	3,616
Cost of goods sold		2,798			2,608
Gross profit		1,263			1,008
Operating expenses:
General and administrative		2,130			1,942
Sales and marketing		210			280
Gain on sale or disposal of assets		(613	)		(2,084	)
Total operating expenses		1,728			138
Income (loss) from continuing operations		(464	)		870
Other (expense) income		5			(1,580	)
Loss before income taxes from continuing operations		(459	)		(710	)
Loss from discontinued operations, net of taxes		(271	)		(340	)
Income tax expense		-			13
Net loss	$	(730	)	$	(1,063	)

Revenue from discontinued operations was $0 and $370,000 for the years ended December 31, 2022 and 2021, respectively. This decrease of $370,000 was due to the discontinuation of operations in June 2021.

15Gross profit (loss). Gross profit from continuing operations was $1,440,000 for the year ended December 31, 2022, and $1,263,000 for the year ended December 31, 2021, an increase of $177,000. The increase was due to an improvement in production variances and an increased use of inventory that had previously been reserved, offset by a reduction in overall revenues.

~~The~~Gross ~~following~~profit ~~table~~from ~~sets~~discontinued operations ~~forth~~was ~~our~~$0 ~~statements~~and ~~of operations~~$33,000, asfor athe ~~percentage~~years ended December 31, 2022 and 2021, respectively. This decrease of ~~total~~$33,000 ~~revenue~~was ~~for~~due to the ~~periods~~discontinuation of ~~indicated:~~ operations.

	Year Ended
	December 31,
	2021			2020
Revenue		100	%		100	%
Cost of goods sold		69			72
Gross profit		31			28
Operating expenses:
General and administrative		52			54
Sales and marketing		5			8
Gain on sale or disposal of assets		(15	)		(58	)
Total operating expenses		42			4
Income (loss) from continuing operations		(11	)		24
Other expense		0			(44	)
Loss before income taxes from continuing operations		(11	)		(20	)
Loss from discontinued operations, net of taxes		(7	)		(9	)
Income tax expense		-			-
Net loss		(18	)%		(29	)%

General and administrative expenses. General and administrative expenses from continuing operations were $2,346,000 and $2,130,000 for the years ended December 31, 2022 and 2021, respectively, an increase of $216,000. The increase was due to an increase in legal and consulting fees of $547,000, related to the Company’s exploration of strategic alternatives, including the Purchase Agreement and the transactions contemplated thereby. This was offset by a reduction of $208,000 in employee compensation, $58,000 in insurance expense, $27,000 in licenses and fees, and $38,000 in other general and administrative expenses.

~~Comparison~~General ofand administrative expenses from discontinued operations were $0 and $285,000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. This decrease of $285,000 was due to the discontinuation of operations.

~~Revenue~~Sales and marketing expenses. Sales and ~~Revenue~~marketing expenses from continuing operations ~~was~~were $4136,~~061,~~000 ~~for the year ended December 31, 2021,~~ and $3210,~~616,~~000 for the ~~year~~years ended December 31, ~~2020~~2022 and 2021, respectively, ana ~~increase~~decrease of $~~445~~74,000. This ~~increase~~ was primarily due to ana ~~increase~~decrease in ~~sapphire sales~~staffing. ~~These sales are impacted by demand fluctuations as well as the timing of purchase orders and shipments.~~

~~Revenue~~Sales and marketing expenses from discontinued operations ~~was~~ were $~~370,000~~0 and $~~851~~10,000, for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. This decrease of $~~481~~10,000 was ~~primarily~~ due to the discontinuation of operations ~~in June 2021~~.

~~Gross~~Gain ~~profit~~on ~~(loss). Gross~~sale or disposal ~~profit~~of ~~from~~assets. ~~continuing~~The ~~operations~~gain ~~was~~on ~~$1,263,000~~sale or disposal of assets for the year ended December 31, ~~2021~~2022 ~~and~~was $1,~~008~~410,000, an increase of $797,000 over the gain of $613,000 recorded for the year ended December 31, ~~2020,~~ an2021. ~~increase~~The gain in 2022 includes a gain on the sale of equipment and excess consumable assets of $~~255~~1,332,000., ~~The~~and ~~gross~~a ~~profit~~gain ~~increase~~on ~~was~~the ~~due~~sale toof the ~~increase~~Company’s inparcel ~~revenue~~of ~~and~~land ~~efficiencies~~located ~~achieved~~in byBatavia, ~~outsourcing~~Illinois ~~various~~of $78,000. ~~aspects~~The gain in 2021 was entirely from the sale of ~~our~~excess ~~production~~consumable ~~processes~~assets.

~~Gross~~The ~~profit~~Company ~~from~~recorded ~~discontinued~~a loss ~~operations~~on ~~was $33,000 and $233,000, for~~ the ~~years~~sale ~~ended~~of ~~December~~assets ~~31,~~from ~~2021~~discontinued ~~and~~operations ~~2020, respectively. This decrease~~ of $~~200~~9,000 ~~was~~for ~~due~~the ~~primarily to~~year ~~increased~~ended ~~inventory~~December ~~cost and decreased reimbursement rates from plan benefit managers~~31, ~~as well as the discontinuation of operations~~2021.

~~General~~Other ~~and administrative expenses~~gain. ~~General~~ ~~and administrative expenses from continuing operations were $2,130,000 and $1,942,000 for~~ During the ~~years~~year ended December 31, ~~2021~~ ~~and 2020 respectively~~2022, anthe ~~increase~~Company ofsettled ~~$188,000~~liabilities ~~which~~that ~~was~~were ~~primarily~~accrued ~~due to an increase~~ in ~~legal,~~prior ~~audit~~years, ~~and~~resulting ~~other consulting fees of $87,000, an increase~~ in ~~insurance~~a ~~expense~~gain of approximately $54189,000, and anreceived ~~increase in employee compensation of~~ $8728,000, ~~offset~~from bythe aIllinois ~~decrease~~Toll ~~in other~~Authority ~~administrative~~as ~~costs~~compensation offor ~~$46,000~~an easement right.

~~General~~Other ~~and~~income ~~administrative~~(expense). Other ~~expenses~~income from ~~discontinued~~continuing operations ~~were~~was $~~285~~334,000 and $~~528~~5,000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively., ~~This~~an ~~decrease~~increase of $~~243~~329,000. This increase was primarily ~~attributable~~due to athe ~~reduction~~recognition of $250,000 of grant revenues (see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates of this Annual Report on Form 10-K for more information), as well as an increase in ~~personnel~~interest ~~expenses~~income of $100,000 due to rising interest rates and realized gains on the Company’s ~~winding~~marketable ~~down~~securities of ~~operations~~$18,000, offset by $39,000 of interest expense.

~~Sales~~Income ~~and~~tax ~~marketing~~(expense) ~~expenses~~benefit. ~~Sales~~ ~~and~~We ~~marketing~~are ~~expenses~~subject ~~from~~to ~~continuing~~income ~~operations~~taxes ~~were~~in ~~$210~~the United States. On an annual basis,~~000~~ we assess the recoverability of deferred tax assets and ~~$280,000~~the need for a valuation allowance. For the ~~years~~year ended December 31, ~~2021~~2022, ~~and~~a ~~2020~~valuation allowance has been included in the 2022 forecasted effective tax rate. At December 31, ~~respectively~~2022, we continue to be in a three-year cumulative loss position; therefore, as of December 31, 2022, we maintained a ~~decrease~~full valuation allowance on our United States net deferred tax assets and until an appropriate level of ~~$70~~profitability is attained,~~000~~ we expect to maintain a full valuation allowance going forward. ~~This~~In ~~was~~the ~~primarily~~event ~~due~~that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a ~~decrease~~corresponding impact to the provision for income taxes in ~~staffing~~the period in which such determination is made.

Sales and marketing expenses from discontinued operations were $10,000 and $45,000, for the years ended December 31, 2021 and 2020, respectively. This decrease of $35,000 was primarily due to a decrease in staffing and the discontinuation of operations.17

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (~~Gain~~the “Act”) ~~loss~~which, among other provisions, reduced the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The SEC issued guidance, Staff Accounting Bulletin 118, on ~~sale~~accounting orfor ~~disposal~~the tax effects of the Act. The guidance allowed us to record provisional amounts for those impacts, with the requirement that the accounting be completed in a period not to exceed one year from the date of ~~assets~~enactment. ~~During~~We ~~2021~~have completed our accounting for the tax effects of the enactment of the Act. The deemed inclusion from the repatriation tax was $5.0 million at the time the calculation was finalized for the tax return. As we are in a full valuation allowance position (as described above), an equal benefit adjustment was recorded for the ~~Company~~impact of the increase of the deemed repatriation tax. The tax provision for the years ended December 31, 2022 and 2021 is based on an estimated combined statutory effective tax rate. For the years ended December 31, 2022 and 2022, we recorded a ~~gain~~tax expense of $~~613~~0 and $0,~~000~~ ~~from~~respectively, ~~the~~for ~~sale~~an effective tax rate of ~~excess~~0.0% ~~equipment~~and 0.0%, respectively. For the years ended December 31, 2022 and ~~consumable~~2021, ~~assets~~the difference between our effective tax rate and the U.S. federal 21% statutory rate and state 7.4% (net of ~~continuing~~federal benefit) statutory rate was primarily related to the change ~~operations~~in our U.S. NOL valuation allowances and U.S. R&D credit.

InAt ~~June~~December 31, ~~2020~~2022, we ~~the~~had ~~Company~~separate ~~completed the~~Federal, ~~sale~~Illinois ofand ~~its~~Indiana ~~Malaysian~~NOL ~~facility~~carryforwards ~~resulting~~of in$189 ~~net~~million, ~~proceeds~~$181 ofmillion, ~~approximately~~and $4723,~~800,~~000, ~~million~~respectively. ~~after~~The ~~the~~Federal NOLs ~~payment~~will ofbegin ~~consent~~to ~~fees,~~expire ~~real estate~~in ~~taxes~~2026, ~~brokerage~~the ~~and~~Illinois ~~legal~~NOLs ~~fees,~~will ~~transfer~~begin to expire in 2024, and ~~other~~the ~~expenses.~~Indiana ~~The~~NOLs ~~Company~~will ~~recorded~~begin ato ~~gain~~expire onin 2039. With the ~~disposal~~adoption of ~~the~~ASU ~~Malaysian~~2016-09 ~~facility of approximately~~in 2017, we recorded a deferred tax asset related to $126,~~800~~400,000. Inof ~~December~~unrecorded ~~2020,~~Federal ~~Rubicon~~and ~~sold~~State ~~all~~NOLs attributable ofto ~~the~~stock ~~outstanding~~option ~~shares~~exercises. ofNOLs ~~capital~~attributable to the stock ofoption ~~its~~exercise ~~wholly~~were ~~owned~~fully ~~subsidiary Rubicon~~offset ~~Sapphire~~by ~~Technology~~the valuation allowance (~~Malaysia~~as described above). ~~SDN~~We ~~BHD~~have ~~for~~recorded ~~gross~~an ~~proceeds~~uncertain oftax ~~approximately~~position of $~~775~~2,600,000. ~~The~~that ~~Company~~further ~~recorded~~reduces athe ~~gain~~net ~~from~~operating ~~such~~loss ~~stock~~deferred tax assets ~~sale~~reported in the financial statements. In addition, at December 31, 2022, we had Federal research and development credits of $~~261~~662,000, which will begin to expire in 2028.

16LIQUIDITY AND CAPITAL RESOURCES

~~The~~We ~~Company~~have ~~recorded~~historically funded our operations using a ~~loss on~~combination ~~the~~of ~~sale~~issuances of ~~assets~~common stock and cash generated from ~~discontinued~~our operations. However, during the year ended December 31, 2022, the Company entered into a business loan agreement and promissory note in the amount of $91,620,000. ~~for~~For more information regarding the ~~year~~business ~~ended~~loan ~~December~~agreement 31and promissory note, ~~2021~~see Note 1 – Summary of Significant Accounting Policies of our Consolidated Financial Statements included in this Annual Report on Form 10-K.

~~Long-lived~~As ~~asset~~of ~~impairment charges. We did not record any additional asset impairment expenses for the years ended~~ December 31, ~~2021 and December 31~~2022, ~~2020. We~~ ~~will~~we ~~continue~~had tocash ~~assess~~and ~~our~~cash ~~long-lived~~equivalents ~~assets~~totaling to$1,590,000, ~~ensure~~including ~~the~~cash ~~carrying amount~~ of ~~these~~$1,584,000 ~~assets~~held isin ~~still~~deposits ~~appropriate~~at ~~given~~major ~~any~~banks ~~changes~~and ~~in the asset usage~~$6,000 ~~marketplace and other factors used~~ invested in ~~determining~~money ~~the~~market ~~current fair value~~funds.

~~Other~~As ~~income~~of ~~(expense).~~December ~~Other~~31, 2021, ~~income~~we ~~(expense)~~had ~~from~~cash ~~continuing~~equivalents ~~operations~~and ~~was~~short-term ~~$5,000~~investments ~~and~~totaling $(126,~~580~~011,000~~) for the years ended December 31~~, ~~2021~~including ~~and~~cash ~~2020, respectively, an increase~~ of $18,~~585~~123,000. ~~Other~~held ~~income~~ in ~~2021~~deposits ~~was~~at ~~comprised~~major ~~of interest income of~~ banks, $53,137,000. ~~Other~~invested ~~(expense)~~ in ~~2020~~money ~~was~~market ~~comprised~~funds ofand ~~realized (loss) on investments of (~~$114,~~824~~751,000) ~~offset by interest income and a gain on foreign currency translation~~ of ~~$108,000~~short-term ~~and~~investments ~~$136,000, respectively, resulting~~ in ~~the~~U.S. ~~net~~Treasury ~~increase of $1,585,000~~securities.

~~Income~~The ~~tax~~Company ~~(expense)~~currently benefit. We are subject to income taxes in the United States. On an annual basis, we assess the recoverability of deferred tax assets and the need for a valuation allowance. For the year ended December 31, 2021, a valuation allowance has ~~been included in the 2021 forecasted~~ ~~effective~~no ~~tax~~plans rate. At December 31, 2021, we continue to be in a three-year cumulative loss position; therefore, as of December 31, 2021, we maintained a full valuation allowance on our United States net deferred tax assets and until an appropriate level of profitability is attained, we expect to maintain a full valuation allowance going forward. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for ~~income taxes~~material incapital ~~the period in which such determination is made~~expenditures.

OnCash ~~December~~flows ~~22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which, among other provisions, reduced the U.S. corporate tax rate~~ from ~~35% to~~operating 21% effective January 1, 2018. The SEC issued guidance, Staff Accounting Bulletin 118, on accounting for the tax effects of the Act. The guidance allowed us to record provisional amounts for those impacts, with the requirement that the accounting be completed in a period not to exceed one year from the date of enactment. We have completed our accounting for the tax effects of the enactment of the Act. The deemed inclusion from the repatriation tax was $5.0 million at the time the calculation was finalized for the tax return. As we are in a full valuation allowance position (as described above), an equal benefit adjustment was recorded for the impact of the increase of the deemed repatriation tax. The tax provision for the years ended December 31, 2021 and 2020 is based on an estimated combined statutory effective tax rate. For the years ended December 31, 2021 and 2020, we recorded a tax expense of $0 and $13,000, respectively, for an effective tax rate of 0.0% and 1.0%, respectively. For the years ended December 31, 2021 and 2020, the difference between our effective tax rate and the U.S. federal 21% statutory rate and state 7.4% (net of federal benefit) statutory rate was primarily related to the change in our U.S. and Malaysia NOL valuation allowances, U.S. R&D credit, Malaysia foreign tax rate differential and Malaysia withholding taxes.activities

AtFor the year ended December 31, ~~2021~~2022, we ~~had~~cash ~~separate~~used ~~Federal~~in operating activities of continuing operations was $521,000. ~~Illinois~~The ~~and~~Company ~~Indiana~~generated ~~NOL~~a ~~carryforwards~~net income of $~~189 million~~919,000, ~~$181~~including non-cash ~~million,~~items ~~and~~of $~~655~~1,315,000, ~~respectively.~~and ~~The~~a ~~Federal and~~decrease ~~Illinois~~in ~~NOLs~~cash ~~began~~from toan ~~expire~~increase in ~~2021~~net ~~and~~working ~~the~~capital ~~Indiana~~of ~~NOL~~$125,000. ~~will~~The ~~begin~~net toworking ~~expire~~capital inincrease was ~~2039.~~primarily ~~With~~driven ~~the~~by ~~adoption~~an ofincrease ~~ASU~~in ~~2016-09~~grants inreceivable ~~2017~~of $250, we000, ~~recorded~~ a ~~deferred~~decrease ~~tax~~in ~~asset~~accrued ~~related~~payroll toof $26298,~~400,~~000, ~~of unrecorded Federal~~ and ~~State~~a ~~NOLs~~decrease ~~attributable~~in tocorporate income ~~stock~~and ~~option~~franchise ~~exercises.~~taxes ~~NOLs attributable~~and toaccrued ~~the~~real ~~stock~~estate ~~option~~taxes ~~exercise~~of ~~were~~$33,000, ~~fully~~ offset by ~~the~~a ~~valuation~~decrease ~~allowance~~in ~~(as~~inventories ~~described~~of ~~above).~~$145,000, Wea ~~have~~decrease ~~recorded~~in ~~an uncertain~~prepaid ~~tax~~assets ~~position~~and other current assets of $2158,~~600,~~000, ~~that~~a ~~further~~decrease ~~reduces~~in ~~the~~accounts ~~net~~receivable ~~operating~~of ~~loss~~$41,000, ~~deferred~~an ~~tax~~increase ~~assets reported~~ in ~~the~~accounts ~~financial~~payable ~~statements.~~of ~~In addition~~$12,000 atand ~~December 31,~~an ~~2021,~~increase wein ~~had~~accrued ~~Federal~~and ~~research~~other current liabilities and ~~development~~advance ~~credits~~payments of $~~662~~100,000~~, which will begin to expire in 2028~~.

17There was no cash used in or provided by discontinued operations for the year ended December 31, 2022.

~~LIQUIDITY AND CAPITAL RESOURCES~~ 18

WeFor ~~have~~the ~~historically~~year ~~funded~~ended December ~~our~~31, 2021, cash used in operating activities of continuing operations ~~using~~was $61,000. The Company generated a ~~combination~~net loss of ~~issuances~~$459,000, ofincluding non-cash ~~common~~items ~~stock~~of $102,000, and an increase in cash ~~generated~~from a decrease in net working capital of $500,000. The net working capital decrease was primarily driven by a decrease in inventories of $356,000, was a decrease in prepaid assets and other current assets of $108,000, and an increase in accrued payroll of $215,000. Additionally, there was an increase in accounts receivable of $236,000, which was the result of an increase in 3rd party trade receivables of $447,000 offset by a $211,000 decrease in amounts due from ~~our~~Direct ~~operations~~Dose Rx.

AsCash ofused in discontinued operations for the year ended December 31, 2021 of $262, we000 ~~had~~was ~~cash~~primarily ~~equivalents~~the ~~and~~result ~~short-term~~of ~~investments~~a ~~totaling~~net loss from discontinued operations of $26271,~~011,~~000, as ~~including~~well ~~cash~~as a decrease in inventories of $859,~~123,~~000 ~~held~~and an increase in ~~deposits~~accounts atpayable ~~major~~of ~~banks,~~ $329,~~137,~~000. ~~invested~~There was also a decrease in ~~money~~3rd party ~~market~~trade ~~funds~~receivables ~~and~~of $14113,~~751,~~000, ofas ~~short-term~~well ~~investments~~as a decrease in ~~U.S.~~amounts ~~Treasury~~owed ~~securities~~to Rubicon of $211,000.

WeCash ~~plan~~flows ~~to limit our capital expenditures primarily to only those required under existing obligations or as otherwise necessary to realize value~~ from ~~the~~investing ~~development, commercialization or sale of products.~~ activities

~~Cash~~For ~~used in operating activities of continuing operations was $61,000 for~~ the year ended December 31, ~~2021.~~2022, ~~The Company generated a~~ net ~~loss of $459,000, including non-~~cash ~~items~~provided ~~of $102,000, and an increase in cash~~ from ainvesting ~~decrease~~activities inof ~~net~~continuing ~~working~~operations ~~capital~~ of $~~500~~16,722,000. ~~The net working capital decrease~~ was ~~primarily~~comprised ~~driven~~of byproceeds afrom ~~decrease~~the ~~in inventories~~ sale of ~~$356,000,~~property ~~was~~and aexcess ~~decrease~~equipment ~~in prepaid assets~~ and ~~other~~consumable ~~current~~ assets of $~~108~~1,954,000, ~~and~~ anas ~~increase~~well inas ~~accrued~~proceeds ~~payroll~~from ofthe ~~$215,000.~~sale ~~Additionally,~~of ~~there~~investments ~~was an increase in accounts receivable~~ of $~~236~~15,823,000, ~~which was the~~ ~~result~~offset ofby aninvestment ~~increase~~purchases ~~in 3rd party trade receivables~~ of $~~447~~1,~~000 offset by a $211~~055,000 ~~decrease in amounts due from Direct Dose Rx~~.

~~Cash~~For ~~provided from operating activities of continuing operations was $181,000 for~~ the year ended December 31, ~~2020. During 2020~~2021, ~~there was a~~ net ~~loss of $723,000, including non-~~cash ~~items~~provided ~~of $91,000, and an increase in cash~~ from ainvesting ~~decrease~~activities ~~in net working capital~~ of ~~$813,000.~~continuing ~~The~~operations ~~net working capital decrease was primarily driven by a decrease in accounts receivable~~ of $~~257~~640,000, ~~which~~ was ~~the result of a decrease in 3rd party trade receivables of $737,000 offset by a $480,000 increase in amounts due~~ from ~~Direct~~the ~~Dose~~sale ~~Rx. Additionally, there was a decrease in prepaid expenses and other assets~~ of ~~$199,000~~excess ~~from~~equipment ~~refunded security deposits~~ and ~~purchases against a vendor credit partially offset by increased insurance premiums, as~~consumable ~~well as a decrease in accounts payable and accrued liabilities of $401,000 primarily from a $400,000 payment on hold at the end of the prior year~~assets.

Cash ~~used~~flows ~~in discontinued operations for the year ended December 31, 2021 of $262,000 was primarily the result of a net loss~~ from ~~discontinued~~financing ~~operations~~activities of $271,000, as well as a decrease in inventories of $59,000 and an increase in accounts payable of $29,000. There was also a decrease in 3rd party trade receivables of $113,000, as well as a decrease in amounts owed to Rubicon of $211,000.

~~Cash~~For ~~provided by discontinued operations for~~ the year ended December 31, ~~2020~~2022, ofnet ~~$116,000~~cash ~~was~~used ~~primarily~~in ~~the~~financing ~~result~~activities of acontinuing ~~net loss from discontinued~~ operations ofwas $~~340~~25,751,000, anresulting ~~increase in~~from ~~accounts~~a ~~payable~~return of shareholder capital of $2327,~~000~~092,000 inand ~~addition~~cash used to ansettle ~~increase~~net inequity ~~3rd~~awards ~~party~~of ~~trade~~$210,000, ~~receivables~~and mortgage loan principal payments of $719,000, asoffset ~~well~~by asproceeds from anthe ~~increase in~~mortgage, ~~amounts~~net ~~owed~~of toescrow ~~Rubicon~~funding and loan costs, of $~~480~~1,560,000.

~~Net~~For ~~cash~~the ~~provided~~year ~~from~~ended ~~investing~~December 31, 2021, net cash used in financing activities of continuing operations ofwas $~~640~~187,000 ~~for the year ended December 31~~, ~~2021~~resulting ~~was~~ from ~~the~~cash ~~sale~~used ofto ~~excess~~settle ~~equipment~~net ~~and~~equity ~~consumable~~awards ~~assets~~of $187,000.

~~Net~~Future ~~cash~~liquidity ~~provided~~requirements from investing activities of continuing operations was $4,536,000 for the year ended December 31, 2020. This increase in net cash was the result of the sale of the Company’s Malaysian facility for net proceeds of approximately $4,800,000 after the payment of consent fees, real estate taxes, brokerage and legal fees, transfer and other expenses assets, the sale of our Malaysia subsidiary for net proceeds of $744,000, the receipt by the Company of $1,700,000 from the sales of investments, offset by the use of $2,800,000 to purchase U.S. Treasury securities and marketable securities.

~~Cash~~We believe that our existing cash, cash equivalents, anticipated cash flows from ~~financing~~operating activities and proceeds from sales or leases of fixed assets will be sufficient to meet our anticipated cash needs for at least the next twelve months. However, if our ability to generate sufficient operating cash flow or our use of cash in the next twelve months were to significantly adversely change, we may not have enough funds available to continue operating at our current level in future periods. Our cash needs include cash required to fund our operations. If the assumptions underlying our business plan regarding future revenues and expenses change, or if unexpected opportunities or needs arise, we may seek to raise additional cash by selling equity or convertible debt securities. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. In evaluating whether and how to raise capital, the Company will consider the impact it may have on the ability to utilize its tax attributes in the future. As a result, the Company may be limited as to the amount of equity it can issue without impairing its tax attributes.

~~Net~~CRITICAL ~~cash~~ACCOUNTING ~~used~~POLICIES inAND ~~financing~~ESTIMATES ~~activities of continuing operations was $187,000 for the year ended December 31, 2021, resulting from cash used to settle net equity awards of $187,000.~~

~~Net~~The ~~cash~~preparation ~~used~~of financial statements in ~~financing activities~~accordance ofwith ~~continuing~~the ~~operations~~accounting ~~was~~principles ~~$2,447,000~~generally ~~for~~accepted in the ~~year~~U.S. ~~ended~~requires ~~December 31,~~us ~~2020~~to make estimates, ~~driven~~assumptions byand judgments ~~purchases~~that ofaffect the amounts reported in our ~~treasury~~financial ~~stock of~~statements ~~$2,400,000~~and the accompanying notes. We base our estimates on historical experience and ~~cash~~various ~~used~~other assumptions that we believe to ~~settle~~be ~~net~~reasonable. ~~equity~~Although ~~awards~~these estimates are based on our present best knowledge of ~~$48~~the future impact on the Company of current events and actions,~~000~~ actual results may differ from these estimates, assumptions and judgments.

1819

~~Future~~We ~~liquidity~~consider ~~requirements~~to be critical those accounting policies that require our most subjective or complex judgments, which often result from a need to make estimates about the effect of matters that are inherently uncertain, and that are among the most important of our accounting policies in the portrayal of our financial condition and results of operations. We believe the following to be our critical accounting policies, including the more significant estimates and assumptions used in preparation of our financial statements.

WeRevenue believe that our existing cash, cash equivalents, anticipated cash flows from operating activities and proceeds from sales or lease of fixed assets will be sufficient to meet our anticipated cash needs for at least the next twelve months from the date of filing of this reportrecognition. However, if our ability to generate sufficient operating cash flow or our use of cash in the next twelve months were to significantly adversely change, we may not have enough funds available to continue operating at our current level in future periods. Our cash needs include cash required to fund our operations. If the assumptions underlying our business plan regarding future revenues and expenses change, or if unexpected opportunities or needs arise, we may seek to raise additional cash by selling equity or convertible debt securities. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders.

~~CRITICAL~~We ~~ACCOUNTING~~recognize ~~POLICIES~~revenue ~~AND~~in ~~ESTIMATES~~accordance with ASC Topic 606, Revenue From Contracts with Customers (“Topic 606”) which was adopted on January 1, 2018. We recognize revenue when performance obligations under a purchase order or signed quotation are satisfied. Our business practice commits us to manufacture and deliver product upon acceptance of a customer’s purchase order or signed quotation (“agreement”). The agreement with the customer includes specifications of the product to be delivered, price, expected ship date and payment terms. Our agreements generally do not contain variable, financing, rights of return or non-cash components. There are no up-front costs to develop the production process. The performance obligation is satisfied at the point in time (single performance obligation) when the product is manufactured to the customer’s specification, as performance does not create an asset with an alternative use to us. Accordingly, revenue is recognized when product is shipped, and control of the product, title and risk of loss transfer to a customer. We grant credit terms considering normal collection risk. If there is doubt about collection, full prepayment for the order is required. Any payments received prior to shipment are recorded as deferred revenue and included in Advance Payments in the Consolidated Balance Sheets.

The preparation of financial statements in accordance with the accounting principles generally accepted in the U.S. requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements and the accompanying notes. We ~~base~~do ~~our~~not ~~estimates~~provide ~~on historical~~maintenance ~~experience~~or ~~and various~~ other ~~assumptions~~services ~~that~~and we ~~believe~~do tonot behave ~~reasonable.~~sales ~~Although~~that ~~these~~involve ~~estimates~~multiple ~~are~~elements ~~based~~or ~~on our present best knowledge of the future impact on the Company of current events and actions, actual results may differ from these estimates, assumptions and judgments~~deliverables.

WeAll ~~consider to be critical those accounting policies that require our most subjective or complex judgments, which often result from a need to make estimates about the effect~~ of ~~matters that are inherently uncertain, and that are among the most important of~~ our ~~accounting~~revenue ~~policies~~is denominated in ~~the portrayal of our financial condition and results of operations~~U.S. ~~We believe the following to be our critical accounting policies, including the more significant estimates and assumptions used in preparation of our financial statements~~dollars.

~~Foreign~~Inventory ~~currency~~valuation ~~translation and transactions.~~

We ~~have~~value ~~determined~~our ~~that~~inventory ~~the~~at ~~functional~~the ~~currency~~lower of ~~Rubicon~~cost ~~Sapphire~~or ~~Technology~~net ~~(Malaysia)~~realizable ~~SDN~~value. ~~BHD~~Net ~~(“RST”),~~realizable ~~which~~value ~~was~~is ~~sold~~determined inbased ~~December~~on ~~2020,~~an isestimated selling price in the ~~U.S.~~ordinary course ~~dollar.~~of ~~RST’s~~business ~~assets~~less ~~and~~reasonably ~~liabilities~~predictable ~~are~~costs ~~translated~~of ~~into~~completion Uand disposal.S. ~~dollars~~Raw materials cost is determined using the refirst-~~measurement~~in, first-out method., ~~Non~~and work-~~monetary~~in-process ~~assets~~and finished goods costs are ~~translated at~~determined ~~historical~~on ~~exchange~~a ~~rates~~standard cost basis which includes materials, labor and ~~monetary~~overhead. We ~~assets~~establish ~~are~~inventory ~~translated~~reserves atwhen ~~exchange~~conditions ~~rates~~exist ~~existing~~that atsuggest inventory may be in excess of anticipated demand or is obsolete based on customer required specifications. We evaluate the ~~respective~~ability ~~balance~~to ~~sheet~~realize ~~dates~~the value of our inventory based on a combination of factors, including forecasted sales, estimated current and future market value and changes in customers’ product specifications. ~~Translation~~For the ~~adjustments~~year ~~for~~ended ~~RST~~December 31, ~~are~~2022, ~~included~~there was a reduction in ~~determining~~excess ~~net~~or ~~income~~obsolete ~~(loss)~~inventory ~~for~~of ~~the~~$697,000, ~~period~~which was attributable to consumed inventory which had previously been reserved. ~~The~~For ~~results~~the year ended December 31, 2021, there was a reduction in excess or obsolete inventory of ~~operations~~$159,000, ~~are~~which ~~translated~~was ~~into~~attributable Uto consumed inventory which had previously been reserved.S. ~~dollars~~In addition, in 2022 we sold inventory that was valued at the ~~average~~lower ~~exchange~~of ~~rates~~cost ~~during~~or market, resulting in a reduction in both the ~~respective~~lower ~~period.~~of Wecost ~~record~~or ~~these~~market ~~gains~~inventory and ~~losses~~the related reserve of $17,000. In 2021, we sold inventory that was valued at the lower of cost or market, resulting in ~~other~~a ~~income~~reduction ~~(expense)~~in both the lower of cost or market inventory and the related reserve of $27,000. The excess and obsolete inventory reserve at December 31, 2022 was $7,052,000 compared to $7,749,000 at December 31, 2021.

~~Foreign~~We ~~currency~~did ~~transaction gains~~not ~~and~~record ~~losses~~any ~~are generated from the effects of exchange rate changes on transactions denominated in a currency other than our functional~~additional ~~currency,~~write-downs ~~which is the U.S. dollar. Gains and losses on foreign currency transactions are generally required to be recognized in the determination~~ of ~~net~~consumable ~~income~~inventories ~~(loss)~~ for the ~~period.~~years Weended ~~record~~December ~~these~~31, ~~gains~~2022 and ~~losses in other income (expense)~~2021.

~~Revenue~~We ~~recognition~~did not record any additional adjustments of raw materials for the year ended December 31, 2022 and 2021, as we sold some of such raw materials at a price exceeding its book value.

WeOur ~~recognize~~method ~~revenue~~of ~~in accordance~~estimating ~~with~~excess ~~ASC~~and ~~Topic~~obsolete ~~606,~~inventory ~~Revenue~~has ~~From~~remained ~~Contracts~~consistent ~~with~~for ~~Customers~~all ~~(“Topic~~periods ~~606”) which was adopted on January 1, 2018~~presented. WeIf ~~recognize revenue~~our ~~when~~recognition ~~performance obligations under a purchase order or signed quotation are satisfied. Our business practice commits us to manufacture and deliver product upon acceptance~~ of aexcess ~~customer’s purchase order~~ or ~~signed~~obsolete ~~quotation~~inventory ~~(“agreement”). The agreement with the customer includes specifications of the product to be delivered~~is, ~~price, expected ship date and payment terms. Our agreements~~ ~~generally~~or doif ~~not~~our ~~contain~~estimates ~~variable, financing, rights~~ of ~~return~~our or non-cash components. There are no up-front costs to develop the production process. The performance obligation is satisfied at the point in time (single performance obligation) when the product is manufactured to the customerinventory’s ~~specification,~~potential asutility ~~performance does not create an asset with an alternative use to us. Accordingly~~become, ~~revenue~~less ~~is recognized~~favorable ~~when~~than ~~product~~currently ~~is shipped~~expected, ~~and~~additional ~~control~~inventory ~~of the product, title and risk of loss transfer to a customer. We grant credit terms considering~~reserves ~~normal~~will ~~collection~~be ~~risk.~~made Ifas ~~there is doubt about collection, full prepayment for the order is~~ required. ~~Any payments received prior to shipment are recorded as deferred revenue and included in Advance Payments in the Consolidated Balance Sheets.~~

~~We do not provide maintenance or other services and we do not have sales that involve multiple elements or deliverables.~~ 20

~~All~~As of ~~our~~December ~~revenue~~31, is2022 ~~denominated~~and 2021, the Company made the determination that raw material inventories were such that the likelihood of significant usage within the current year was doubtful and reclassified such raw material inventories as non-current in Uthe reported financial statements.S For the year ended December 31, 2022, an additional $301,000 of current inventory was reclassified as non-current. ~~dollars~~Also, during the year ended December 31, 2022, there were sales of non-current inventory totaling $95,000.

19We determine our normal plant capacity and record as an expense the costs attributable to lower utilization of that capacity. For the years ended December 31, 2022 and 2021, such expenses were $65,000 and $99,000, respectively.

~~Inventory valuation~~ Investments

WeWhen ~~value~~the ~~our~~Company ~~inventory at~~invests ~~the~~its ~~lower~~available ofcash, ~~cost~~it orprimarily ~~net~~invests ~~realizable~~in ~~value~~U.S. ~~Net~~Treasury ~~realizable~~securities, ~~value~~investment isgrade ~~determined~~commercial ~~based~~paper, onFDIC anguaranteed ~~estimated selling price in the ordinary course~~certificates of ~~business~~deposit, ~~less~~common ~~reasonably~~stock, ~~predictable~~equity-related ~~costs~~securities ~~of completion~~ and ~~disposal~~corporate notes. ~~Raw~~Investments ~~materials~~classified ~~cost~~as ~~is determined using the first~~available-~~in, first~~for-~~out method,~~sale ~~and~~debt ~~work-in-process and finished goods costs~~ securities are ~~determined~~carried onat afair ~~standard~~value ~~cost~~with ~~basis~~unrealized ~~which~~gains ~~includes materials, labor~~ and ~~overhead. We~~losses ~~establish~~recorded ~~inventory~~in ~~reserves~~accumulated ~~when~~other ~~conditions~~comprehensive ~~exist~~income ~~that~~(loss). ~~suggest~~Investments ~~inventory may be~~ in ~~excess of anticipated demand or is obsolete based~~equity onsecurities ~~customer~~are ~~required~~reported ~~specifications.~~at Wefair ~~evaluate the ability to realize the~~ value ~~of our inventory based on a combination of factors~~, ~~including~~ ~~forecasted~~with ~~sales,~~both ~~estimated~~realized ~~current~~ and ~~future~~unrealized ~~market~~gains ~~value~~ and ~~changes~~losses ~~in customers’ product specifications. For the year ended December 31, 2021, we consumed inventory that had previously been reflected as excess or obsolete and~~ recorded ~~a reduction~~ in ~~the~~other ~~inventory~~income ~~reserve of $159~~(expense),~~000~~ and a reduction to cost of goods sold for the same amount. For the year ended December 31, 2020, we consumed inventory that had previously been reflected as excess or obsolete and recorded a reduction in the ~~inventory reserve of $44,000~~Consolidated ~~and~~Statements ~~a reduction to cost~~ of ~~goods sold for the same amount~~Operations. InInvestments ~~addition,~~ in ~~2021~~which we ~~sold~~have ~~inventory that was valued at~~ the ~~lower~~ability ~~of cost or market resulting in a reduction in both the lower of cost or market inventory reserve~~ and ~~cost of goods sold of $27~~intent,~~000.~~ Inif ~~2020~~necessary, ~~we sold~~to ~~inventory~~liquidate ~~that was valued at the lower of cost or market resulting~~ in aorder ~~reduction~~to insupport ~~both~~our ~~the lower of cost or market inventory reserve~~current ~~and~~operations ~~cost~~are ofclassified ~~goods~~as ~~sold of $21,000~~short-term. ~~The excess and obsolete inventory reserve at December 31, 2021 was $7,749,000 compared to $7,908,000 at December 31, 2020.~~

We ~~did~~review ~~not~~our ~~record~~available-for-sale debt ~~any~~securities ~~additional~~investments at the end of each quarter for other-than-temporary declines in fair value based on the specific identification ~~write~~method. We consider various factors in determining whether an impairment is other-~~downs~~than-temporary, including the severity and duration of ~~consumable~~the ~~inventories~~impairment, changes in underlying credit ratings, forecasted recovery, our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value and the ~~years~~probability ~~ended~~that the scheduled cash payments will continue to be made. When we conclude that an other-than-temporary impairment has resulted, the difference between the fair value and carrying value is written off and recorded as a charge on the Consolidated Statement of Operations. As of December 31, ~~2021~~2022, the Company had no such investments, and ~~2020~~no impairment was recorded as of December 31, 2021.

WeAllowance ~~did not record any additional adjustments of raw materials~~ for ~~the~~doubtful ~~year~~accounts ~~ended December 31, 2021 and 2020, as we sold some of such raw materials at a price exceeding its book value.~~

~~Our~~We ~~method~~estimate the allowance for doubtful accounts based on an assessment of ~~estimating~~the collectability of specific customer accounts. The determination of risk for collection ~~excess~~is assessed on a customer-by-customer basis considering our historical experience and ~~obsolete~~expected ~~inventory~~future ~~has~~orders ~~remained~~with ~~consistent~~the ~~for~~customer, ~~all~~changes in ~~periods~~payment ~~presented~~patterns and recent information we have about the current status of our accounts receivable balances. If ~~our~~we ~~recognition~~determine ofthat a ~~excess~~specific orcustomer ~~obsolete~~is ~~inventory~~a risk for collection, we provide a specific allowance for credit losses to reduce the net recognized receivable to the amount we reasonably believe will be collected. If a receivable is deemed uncollectible, and the account balance differs from the orallowance ifprovided, ~~our~~the ~~estimates~~specific amount is written off to bad debt expense. We believe that based on the customers to whom we sell and the nature of our ~~inventory’s~~agreements ~~potential~~with ~~utility become~~them, ~~less~~our ~~favorable~~estimates ~~than~~are ~~currently~~reasonable. ~~expected,~~Our ~~additional~~method ~~inventory~~of ~~reserves~~estimating collectability has remained consistent ~~may~~for beall ~~required~~periods presented and with past collections experience.

AsGrants ofreceivable ~~December 31, 2021~~ and ~~2020,~~ ~~the~~grant Company made the determination that raw material inventories were such that the likelihood of significant usage within the current year was doubtful and reclassified such raw material inventories as non-current in the reported financial statements.revenue

WeSection ~~determine~~2301 ~~our~~of ~~normal~~the ~~operating~~Coronavirus ~~capacity~~Aid, Relief, and ~~record~~Economic asSecurity anAct ~~expense~~(CARES ~~costs~~Act) ~~attributable~~and toits ~~lower~~subsequent ~~utilization~~amendments in sections 206 and 207 of ~~equipment~~the Taxpayer Certainty and Disaster ~~staff~~Tax Relief Act of 2020, provides for a refundable payroll tax credit (Employee Retention Credit or ERC) to eligible employers with less than 500 employees who paid qualified wages after March 12, 2020, and before June 30, 2021. ~~For~~During the ~~years~~quarter ended June 30, 2022, the Company determined that although it did not meet the eligibility conditions during the period beginning March 12, 2020, and ending December 31, 2020, it did qualify to claim the ERC for the periods ending March 31, 2021, and ~~2020~~June 30, 2021. As such, ~~expenses~~the Company ~~were~~recorded ~~$99,000~~Grant Revenue and Grants Receivable of approximately $~~132~~250,000 related to its pending ERC claim analogous to ASC Subtopic 958-605. Since the Company does not expect to receive the funds for the ERC claim for at least twelve months, ~~respectively~~the receivable has been classified as a non-current asset on its balance sheet.

~~Investments~~21

WeAssets ~~invest~~held our available cash primarily in U.S. Treasury securities, investment grade commercial paper, FDIC guaranteed certificates of deposit, common stock, equity-related securities and corporate notes. Investments classified as available-for- sale ~~debt securities are carried at fair value with unrealized gains~~ and losses recorded in accumulated other comprehensive income (loss). Investments in equity securities are reported at fair value, with both realized and unrealized gains and losses recorded in other income (expense), in the Consolidated Statements of Operations. Investments in which we have the ability and intent, if necessary, to liquidate in order to support our current operations are classified as shortlong-~~term.~~lived assets

WeWhen ~~review~~circumstances, ~~our available-for-sale~~such ~~debt~~as ~~securities~~adverse ~~investments~~market atconditions, indicate that the ~~end~~carrying value of ~~each~~a ~~quarter~~long-lived ~~for~~asset ~~other-than-temporary~~may ~~declines~~be inimpaired, ~~fair~~we ~~value~~perform ~~based~~an onanalysis to review the ~~specific~~recoverability ~~identification method.~~of Wethe ~~consider~~asset’s ~~various~~carrying ~~factors~~value inusing ~~determining~~estimates ~~whether~~of anthe ~~impairment~~undiscounted iscash ~~other-than-temporary,~~flows ~~including~~(excluding interest charges) from the ~~severity~~expected ~~and~~future ~~duration~~ operations of the ~~impairment,~~asset. ~~changes~~These inestimates ~~underlying~~consider ~~credit~~factors ~~ratings,~~such ~~forecasted~~as ~~recovery,~~expected ~~our~~future ~~ability~~operating income, operating trends and ~~intent~~prospects, toas ~~hold~~well as the ~~investment~~effects ~~for~~of ademand, ~~period of~~competition ~~time~~and ~~sufficient~~other tofactors. ~~allow~~If ~~for~~the ~~any~~analysis ~~anticipated~~indicates ~~recovery~~that inthe ~~market~~carrying value ~~and~~is ~~the~~not recoverable ~~probability~~from ~~that~~future ~~the scheduled~~ cash ~~payments~~flows, ~~will~~an ~~continue to~~impairment beloss ~~made.~~is ~~When~~recognized weto ~~conclude~~the extent that anthe ~~other-than-temporary~~carrying ~~impairment~~value ~~has~~exceeds ~~resulted,~~ the ~~difference~~estimated ~~between~~fair value. ~~the~~The estimated fair value ~~and~~of ~~carrying value~~assets is ~~written~~determined ~~off~~using ~~and~~appraisal ~~recorded~~techniques aswhich aassume ~~charge~~the onhighest ~~the~~and ~~Consolidated~~best ~~Statement~~use of ~~Operations.~~the Asasset by market participants, considering the use of ~~December~~the 31asset that is physically possible, ~~2021~~legally permissible, and ~~2020,~~financially nofeasible ~~impairment~~at ~~was~~the measurement date. Any impairment losses are recorded as operating expenses, which reduce net income.

20On September 19, 2022, the Company completed the sale of its parcel of land located in Batavia, Illinois pursuant to the terms and conditions of the agreement of sale, dated as of February 7, 2022. The selling price for the property was $722,000. The Company realized net proceeds of approximately $600,000 after the payment of real estate taxes, brokerage and legal fees, transfer taxes and other expenses. This property was classified as current assets held for sale at December 31, 2021.

~~Allowance~~Stock-based ~~for doubtful accounts~~ compensation

We ~~estimate~~grant ~~the~~stock-based ~~allowance~~compensation ~~for~~in ~~doubtful~~the ~~accounts~~form ~~based~~of onstock anoptions, ~~assessment~~restricted ofstock ~~the~~units ~~collectability~~(“RSUs”) ofand ~~specific~~restricted ~~customer accounts~~stock. ~~The~~We ~~determination~~expense ofstock ~~risk~~options ~~for~~based ~~collection~~upon the isfair ~~assessed~~value on athe ~~customer-by-customer~~date ~~basis~~of ~~considering~~grant. ~~our~~We ~~historical~~use ~~experience and expected future orders with~~ the ~~customer,~~Black-Scholes ~~changes in~~option ~~payment~~pricing ~~patterns~~model ~~and~~to ~~recent~~determine ~~information we have about~~ the ~~current~~fair ~~status~~value of ~~our~~stock ~~accounts receivable balances~~options. IfThe ~~we determine that~~determination aof ~~specific~~the ~~customer~~fair isvalue aof ~~risk~~stock-based ~~for~~payment ~~collection,~~awards weon ~~provide a specific allowance for credit losses to reduce~~ the ~~net~~date ~~recognized~~of ~~receivable to~~grant ~~the~~using ~~amount~~an weoption-pricing ~~reasonably~~model ~~believe~~is ~~will~~affected beby ~~collected.~~assumptions If regarding a ~~receivable~~number isof ~~deemed~~complex ~~uncollectible,~~ and ~~the~~subjective ~~account balance differs from the allowance provided, the specific amount is written off to bad debt expense~~variables. WeThese ~~believe~~variables ~~that~~include ~~based~~our onexpected ~~the~~stock ~~customers~~volatility toover ~~whom we sell and~~ the ~~nature~~term of ~~our~~the ~~agreements with them~~awards, ~~our~~actual and ~~estimates~~projected ~~are~~employee ~~reasonable.~~stock ~~Our~~option ~~method~~exercise ofbehaviors, ~~estimating~~risk-free ~~collectability~~interest ~~has~~rates, ~~remained~~forfeitures ~~consistent for all periods presented~~ and ~~with~~expected ~~past collections experience~~dividends.

~~Assets~~The ~~held~~expected ~~for~~term ~~sale~~represents the weighted-average period that our stock options are expected to be outstanding and ~~long~~is based upon five years of historical data. We estimate the volatility of our common stock based on a five-~~lived~~year ~~assets~~historical stock price. We base the risk-free interest rate that we use in the option pricing model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. We do not anticipate paying any cash dividends in the foreseeable future and, therefore, use an expected dividend yield of zero in the option pricing model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The current forfeiture rate of 36.13% was based on our past history of forfeitures.

~~When~~All ~~circumstances,~~stock ~~such as~~options ~~adverse~~are ~~market~~granted at ~~conditions,~~an ~~indicate~~exercise ~~that~~price ~~the~~per ~~carrying~~share ~~value~~equal ~~of a long-lived asset may be impaired, we perform an analysis~~ to ~~review~~ the ~~recoverability~~closing ofmarket ~~the~~price ~~asset’s carrying value using estimates~~ of ~~the~~our ~~undiscounted~~common ~~cash~~stock ~~flows~~on ~~(excluding interest charges) from~~ the ~~expected~~last ~~future~~market ~~operations~~trading ofday ~~the~~prior ~~asset.~~to ~~These estimates consider factors such as expected future operating income, operating trends and prospects, as well as~~ the ~~effects~~ date of ~~demand, competition and other factors~~grant. ~~If the analysis indicates that the carrying value is not recoverable from future cash flows~~Therefore, anthere ~~impairment loss~~ is ~~recognized~~no tointrinsic ~~the extent that the carrying~~ value ~~exceeds~~because the ~~estimated~~exercise ~~fair value.~~price ~~The~~per ~~estimated~~share ~~fair value~~ of ~~assets~~each isoption ~~determined~~was ~~using~~equal ~~appraisal~~to ~~techniques which assume~~ the ~~highest~~fair ~~and~~value ~~best use~~ of the ~~asset~~ bycommon ~~market~~stock ~~participants,~~on ~~considering~~ the ~~use~~date of ~~the asset that is physically possible, legally permissible, and financially feasible at the measurement date~~grant. ~~Any impairment losses are recorded as operating expenses, which reduce net income.~~

InWe ~~June~~used ~~2020,~~a ~~the~~Monte ~~Company~~Carlo simulation ~~completed~~model valuation technique to determine the ~~sale~~fair value of ~~its~~RSUs ~~Malaysian~~granted ~~facility~~to ~~for~~ a ~~net~~key ~~sale~~executive ~~price~~pursuant ofto ~~approximately~~an $4employment agreement,~~800,000~~ ~~(based~~because the onawards ~~the~~vest ~~exchange~~based ~~rate~~upon onachievement ~~June~~of ~~30, 2020~~market price targets of ~~$1=MYR4~~our common stock.~~27)~~ ~~after~~The Monte Carlo simulation model utilizes multiple input variables that determine the ~~payment~~probability of ~~consent~~satisfying ~~fees,~~the ~~real~~market ~~estate~~condition ~~taxes,~~stipulated ~~brokerage~~in the award and ~~legal~~calculates ~~fees,~~the ~~transfer~~fair ~~and~~value of ~~other~~each ~~expenses~~RSU. The ~~Company recorded~~daily aexpected ~~gain~~stock price volatility is based on ~~the~~a ~~disposal~~four-year historical volatility of ~~the~~our ~~Malaysian~~common ~~facility~~stock. ~~of approximately~~The ~~$1,800,000~~daily expected dividend yield is based on annual expected dividend payments. InThe ~~December~~average ~~2020,~~daily ~~the~~risk-free ~~Company~~interest ~~completed~~rate is based on the ~~sale~~ ofthree-year ~~all~~treasury yield as of the ~~outstanding~~grant ~~shares~~date. Each of ~~capital~~the ~~stock~~tranches ofis ~~its~~calculated ~~wholly~~to ~~owned~~have ~~subsidiary~~its ~~Rubicon~~own ~~Sapphire~~fair ~~Technology~~value ~~(Malaysia)~~and ~~SDN~~requisite ~~BHD~~service period. The ~~company~~fair ~~recorded~~value of aeach ~~gain~~tranche onis ~~such~~amortized ~~stock~~over ~~sale~~the ofrequisite ~~$261~~or derived service period,~~000~~ which is up to four years.

OnWe ~~February~~allocate 7,stock-based ~~2022, we entered~~compensation ~~into~~costs arelating ~~real estate sale contract~~ to ~~sell~~options ~~our~~using ~~parcel~~a ofstraight-line ~~land~~method inwhich ~~Batavia,~~amortizes ~~Illinois for $722,000 and expect our net proceeds, if~~ the ~~sale is~~fair ~~consummated,~~value ~~after the payment~~ of ~~fees,~~each ~~real~~option ~~estate~~on ~~taxes,~~a ~~brokerage~~straight-line ~~and~~basis ~~legal~~over ~~fees, transfer and withholding taxes and other expenses~~the toservice ~~be approximately $600~~period,~~000.~~ ~~The~~but ~~closing~~in ~~of the sale of the property is subject to certain conditions precedent. While there is currently~~ no ~~anticipated~~event ~~closing~~less ~~date,~~than ~~we expect to complete~~ the ~~sale~~amount ~~within the next twelve-month period~~vested. ~~As such, this property was classified as current assets held for sale at December 31, 2021 and 2020.~~

~~Stock-based~~All ~~compensation~~option grants are granted at an exercise price per share equal to the closing market price of our common stock on the day before the date of grant. Therefore, there is no intrinsic value because the exercise price per share of each option was equal to the fair value of the common stock on the date of grant. As of December 31, 2022, there were no stock options exercisable or outstanding.

We grant stock-based compensation in the form of stock options, restricted stock units (“RSUs”) and restricted stock. We expense stock options based upon the fair value on the date of grant. We use the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by assumptions regarding a number of complex and subjective variables. These variables include our expected stock volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, forfeitures and expected dividends.22

~~The~~For ~~expected~~more ~~term~~information ~~represents the weighted-average period that our stock options are expected to be outstanding and is based upon five years of historical data. We estimate the volatility of our common stock based~~ on ~~a five-year historical~~ stock ~~price. We base the risk~~-~~free interest rate that we use~~based in the option pricing model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. We do not anticipate paying any cash dividends in the foreseeable future andcompensation, ~~therefore,~~see ~~use~~Note an7 ~~expected~~– ~~dividend~~Stock ~~yield~~Incentive ofPlans ~~zero in the option pricing model. We are required~~ to ~~estimate~~our ~~forfeitures~~Consolidated atFinancial ~~the~~Statements ~~time~~included ~~of grant and revise those estimates~~ in ~~subsequent~~this ~~periods~~Annual ifReport ~~actual forfeitures differ from those estimates. The current forfeiture rate of 36.13% was based~~ on ~~our past history of forfeitures~~Form 10-K.

21Current and long-term debt

~~All~~The ~~stock~~Company ~~options~~reports ~~are granted~~debt atissuance ancosts ~~exercise~~as ~~price~~an ~~per~~adjustment ~~share equal~~ to the ~~closing~~carrying ~~market~~amount ~~price~~ of ~~our common stock on~~ the ~~last~~related ~~market~~debt ~~trading~~in ~~day~~accordance ~~prior~~with toASC ~~the date of grant~~835-30-45. ~~Therefore,~~The ~~there~~amortization ~~is no intrinsic value because the exercise price per share~~ of ~~each~~such costs ~~option~~is ~~was~~included ~~equal~~in tointerest ~~the~~expense ~~fair~~for ~~value of~~ the ~~common~~ ~~stock on the date of grant~~period.

WeOn ~~used~~August a15, ~~Monte~~2022, ~~Carlo simulation~~Rubicon ~~model~~Technology ~~valuation~~BP ~~technique~~LLC, toa ~~determine~~Delaware limited liability company (the ~~fair~~“Borrower”), ~~value~~entered ofinto a ~~RSUs~~business ~~granted~~loan toagreement (the a“Loan”) ~~key~~and ~~executive~~promissory ~~pursuant~~note to(the an“Note”) ~~employment~~in ~~agreement~~the amount of $1,620,000 ~~because~~with American Community Bank & Trust (the ~~awards~~“Lender”). ~~vest~~The ~~based~~Borrower ~~upon~~is ~~achievement~~a wholly owned subsidiary of ~~market~~the ~~price~~Company. ~~targets~~The ofinterest ~~our~~rate ~~common~~on ~~stock~~the Note is 6% and it matures on August 15, 2027. The ~~Monte~~Note ~~Carlo~~has ~~simulation~~a ~~model~~25-year ~~utilizes~~amortization ~~multiple input~~schedule. ~~variables~~Interest ~~that~~and ~~determine~~principal ~~the~~payments ~~probability~~will ofbe ~~satisfying~~made on ~~the~~a ~~market~~monthly ~~condition~~basis ~~stipulated~~and ina ~~the~~balloon ~~award~~payment ~~and~~will ~~calculates~~be made upon the ~~fair~~maturity ~~value~~ of ~~each~~the ~~RSU~~Note. The ~~daily~~Borrower ~~expected~~may ~~stock~~pay, ~~price~~without ~~volatility~~penalty, isa ~~based~~portion or onthe aentirety ~~four-year~~of ~~historical~~the ~~volatility~~amount ofowed ~~our~~earlier ~~common~~than ~~stock~~it is due. The ~~daily~~Loan ~~expected dividend~~and ~~yield~~Note ishave ~~based~~customary onterms ~~annual~~and ~~expected~~provisions ~~dividend~~for ~~payments~~default and increases in payment. ~~The~~As ~~average~~part ~~daily~~of ~~risk-free~~the ~~interest~~Loan ~~rate~~the isLender ~~based~~required onapproximately ~~the~~12 ~~three-year~~months ~~treasury~~in “payment reserves” totaling $120,000 which ~~yield~~are asrestricted offrom use by the ~~grant~~Company ~~date.~~until ~~Each~~it ofcan ~~the~~meet ~~tranches~~certain debt service ratio requirements. The Loan is ~~calculated~~secured toby ~~have~~a ~~its~~real ~~own~~estate mortgage ~~fair~~encumbering ~~value~~the ~~and~~property ~~requisite~~commonly ~~service~~known ~~period~~as 900 E. ~~The~~Green ~~fair~~Street, ~~value~~Bensenville, IL. Rubicon Worldwide LLC, and the Company entered ofinto ~~each~~unlimited ~~tranche~~commercial isguaranty ~~amortized~~agreements ~~over~~in favor of the ~~requisite~~Lender. orAs ~~derived~~of ~~service~~December ~~period~~31, ~~which~~2022, the Company is upin compliance with all terms and covenants related to ~~four~~the ~~years~~Loan and Note.

WeIncome ~~allocate~~tax ~~stock-based~~valuation compensation costs relating to options using a straight-line method which amortizes the fair value of each option on a straight-line basis over the service period, but in no event less than the amount vested.allowance

~~All~~Evaluating ~~option~~the ~~grants~~need ~~are~~for ~~granted~~and amount atof ana ~~exercise~~valuation ~~price~~allowance ~~per~~for ~~share~~deferred ~~equal~~tax assets often requires significant judgment and extensive analysis of all the positive and negative evidence available to determine whether all or some portion of the ~~closing~~deferred ~~market~~tax ~~price~~assets will not be realized. A valuation allowance must be established for deferred tax assets when it is more likely than not (a probability level of ~~our~~more ~~common~~than ~~stock~~50%) onthat they will not be realized. In general, “realization” refers to the ~~day~~incremental ~~before~~benefit achieved through the ~~date~~reduction ofin ~~grant.~~future taxes ~~Therefore~~payable or an increase in future taxes refundable from the deferred tax assets, ~~there~~assuming isthat nothe ~~intrinsic~~underlying ~~value~~deductible ~~because~~differences and carryforwards are the last items to enter into the determination of future taxable income. In determining our valuation allowance, ~~exercise~~we ~~price~~consider ~~per~~the ~~share~~source of ~~each~~taxable ~~option~~income ~~was~~including ~~equal~~taxable toincome in prior carryback years, future reversals of existing temporary differences, the ~~fair~~required ~~value~~use of tax planning strategies, and future taxable income exclusive of reversing temporary differences and carryforwards. We are in a cumulative loss position for the ~~common~~past ~~stock~~three years which is considered significant negative evidence that is difficult to overcome on a “more likely than not” standard through objectively verifiable data. Under the ~~date~~accounting ofstandards, ~~grant~~verifiable evidence will have greater weight than subjective evidence such as our projections for future growth. Based on ~~the~~an ~~fair~~evaluation ~~value of~~in accordance with the ~~common~~accounting ~~stock~~standards, onas of December 31, ~~2021~~2022, ~~there~~a ~~was~~valuation ~~$7,000~~allowance has been recorded against the net U.S. deferred tax assets in order to measure only the portion of ~~intrinsic~~the ~~value~~deferred ~~arising~~tax assets that are more likely than not to be realized based on the weight of all the available evidence. Any U.S. tax benefit or tax expense recorded on the Consolidated Statement of Operations will be offset with a corresponding adjustment from 4the use of the NOL carryforward asset which currently has a full valuation allowance. In the event that we change our determination as to the amount of deferred tax assets that can be realized,~~050~~ ~~stock~~we ~~options~~will ~~exercisable~~adjust orour ~~outstanding~~valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

~~For more information on stock-based compensation, see Note 7 – Stock Incentive Plans to our Consolidated Financial Statements included in this Annual Report on Form 10-K.~~23

~~Income~~Accounting ~~tax~~for ~~valuation~~uncertainty ~~allowance~~in income taxes

~~Evaluating~~We ~~the~~recognize ~~need for and amount of a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all~~ the ~~positive and negative evidence available to determine whether all or some portion of the deferred~~ tax ~~assets will not be realized. A valuation~~benefit ~~allowance~~from ~~must~~an beuncertain ~~established for deferred~~ tax ~~assets~~position ~~when~~only if it is more likely than not (athe ~~probability~~tax ~~level~~position ~~of more than 50%) that they~~ will ~~not~~ be ~~realized.~~sustained Inon ~~general,~~examination ~~“realization”~~by ~~refers to~~ the ~~incremental~~taxing ~~benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets~~authorities, ~~assuming that the underlying deductible differences~~ ~~and~~based ~~carryforwards~~on ~~are~~ the ~~last~~technical ~~items~~merits toof ~~enter into~~ the ~~determination of future taxable income~~position. InThe ~~determining~~tax ~~our~~benefit ~~valuation~~recognized ~~allowance, we consider the source of taxable income including taxable income~~ in ~~prior carryback years, future reversals of existing temporary differences,~~ the ~~required~~financial ~~use~~statements offrom ~~tax~~such ~~planning~~positions ~~strategies,~~are ~~and~~then ~~future taxable income exclusive of reversing temporary differences and carryforwards.~~measured Webased ~~are~~on ~~in a cumulative loss position for~~ the ~~past~~largest ~~three~~benefit ~~years which is considered significant negative evidence~~ that ishas ~~difficult to overcome on~~ a ~~“more likely than not” standard through objectively verifiable data. Under the accounting standards, verifiable evidence will have~~ greater ~~weight~~ than ~~subjective~~50% ~~evidence~~likelihood ~~such~~of asbeing ~~our~~realized ~~projections~~upon ~~for future growth~~settlement. ~~Based~~At ~~on an evaluation in accordance with the accounting standards, as of~~ December 31, 2022 and 2021, we ahad ~~valuation allowance has been recorded against the net U~~$1.S.1 ~~deferred~~million ~~tax assets in order to measure only the portion~~ of ~~the~~unrecognized ~~deferred~~ tax ~~assets~~benefits ~~that~~taken ~~are~~or ~~more~~expected ~~likely than not~~ to be ~~realized~~taken ~~based~~in ona ~~the weight of all the available evidence. Any U.S. and Malaysia~~ tax ~~benefit~~return orthat ~~tax~~have ~~expense~~been recorded on ~~the~~our ~~Consolidated~~financial statements ~~Statement~~as ofan ~~Operations will be~~ offset ~~with~~to ~~a corresponding adjustment from~~ the ~~use of the NOL carryforward asset which currently has a full~~ valuation allowance. Inrelated ~~the event that we change our determination as~~ to ~~the amount of deferred~~ tax ~~assets~~positions ~~that~~taken ~~can~~in be2012. ~~realized,~~We werecognize ~~will~~interest ~~adjust~~and/or ~~our~~penalties ~~valuation allowance~~related ~~with a corresponding impact~~ to ~~the provision for~~ income ~~taxes~~tax inmatters ~~the period~~ in ~~which~~income ~~such~~tax ~~determination is made~~expense.

22The Company is subject to taxation in the U.S. and in a U.S. state jurisdiction. Due to the existence of NOL carryforwards, tax years ended December 31, 2006, 2008, 2009 and 2012 through 2021 are open to examination by tax authorities for Federal purposes. Due to NOL carryforwards at the State level, tax years ended 2012 through 2021 are open to examination by state tax authorities.

~~Accounting~~Currently, the Company is trying to determine whether, and the extent to which, it has a Malaysian withholding tax obligation. It is performing related due diligence with Malaysian tax experts to resolve the issue, and has recorded an appropriate liability for ~~uncertainty~~the inpotential ~~income~~tax ~~taxes~~obligation.

WeReturn ~~recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits~~ of ~~the~~shareholder position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. At December 31, 2021 and 2020, we had $1.1 million of unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on our financial statements as an offset to the valuation allowance related to tax positions taken in 2012. We recognize interest and/or penalties related to income tax matters in income tax expense. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the years ended December 31, 2021 and 2020.capital

~~The~~On July 1, 2022, the Company and isJanel ~~subject~~entered into the Purchase Agreement pursuant to ~~taxation~~ inwhich Janel would commence a cash tender offer (the U“Offer”) to purchase up to 45.S.0% of the issued and inoutstanding shares of the Company’s common stock, on a ~~U.S.~~fully-diluted ~~state~~basis, ~~jurisdiction~~at a price per share of $20.00, ~~Due~~subject to the ~~existence~~terms and conditions set forth in the Purchase Agreement. The transaction was approved by the Board of Directors ~~NOL~~of ~~carryforwards,~~both ~~tax~~Janel ~~years~~and ~~ended~~the ~~December 31~~Company. The Purchase Agreement provided that, ~~2006~~immediately after the consummation of the Offer, the Company ~~2008,~~would ~~2009~~set a record date to authorize and ~~2012~~approve ~~through~~a ~~2020~~“return ~~are~~of ~~open~~capital” to ~~examination~~be bypaid ~~tax~~to ~~authorities~~all ~~for~~stockholders ~~Federal~~of ~~purposes~~the Company, which would include the Purchaser, in the aggregate amount of $11.00 ~~Due~~per share. The Janel transaction was consummated in August 2022. At the end of August 2022, the Company returned $27,092,000 of capital to ~~NOL~~its ~~carryforwards~~shareholders atin accordance with the ~~State~~Purchase Agreement. At the ~~level~~time of the distribution, ~~tax~~the ~~years~~Company ~~ended~~had ~~2012~~an ~~through~~accumulated ~~2020~~deficit ~~are~~of ~~open~~approximately to$330 ~~examination~~million. byThe ~~state~~Company ~~tax~~accounted ~~authorities~~for the distribution as a reduction of additional paid-in capital.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 – Summary of Significant Accounting Policies to the Consolidated Financial Statements included in this Annual Report on Form 10-K for a discussion of new accounting standards.

~~OFF-BALANCE SHEET ARRANGEMENTS~~ 24

~~None~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~Disclosure under this item ~~7A.~~is ~~QUANTITATIVE~~not ~~AND~~required ~~QUALITATIVE~~as ~~DISCLOSURES~~the ~~ABOUT~~registrant ~~MARKET~~is ~~RISK~~a smaller reporting company.

~~Disclosure~~ITEM ~~under~~8. ~~this~~CONSOLIDATED ~~item is~~FINANCIAL ~~not~~STATEMENTS ~~required~~AND asSUPPLEMENTARY ~~the registrant is a smaller reporting company.~~DATA

~~ITEM~~Our Consolidated Financial Statements, together with the related notes and the report of independent registered public accounting firm, are set forth on the pages 8.indicated ~~CONSOLIDATED~~in ~~FINANCIAL~~Item 15 ~~STATEMENTS~~– ~~AND~~Exhibits ~~SUPPLEMENTARY~~and ~~DATA~~Consolidated Financial Statement Schedules of this Annual Report on Form 10-K and are incorporated by reference herein.

~~Our~~ITEM ~~Consolidated~~9. ~~Financial Statements,~~CHANGES ~~together~~IN ~~with~~AND ~~the~~DISAGREEMENTS ~~related~~WITH ~~notes~~ACCOUNTANTS ~~and~~ON ~~the~~ACCOUNTING ~~report~~AND ofFINANCIAL ~~independent registered public accounting firm, are set forth on the pages indicated in Item 15 of this Annual Report on Form 10-K and are incorporated by reference herein~~DISCLOSURES.

~~ITEM 9~~None. ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.~~

~~None~~ITEM 9A. CONTROLS AND PROCEDURES

~~ITEM 9A. CONTROLS~~Management’s ~~AND~~Evaluation ~~PROCEDURES~~of Disclosure Controls and Procedures.

~~Management’s~~An ~~Evaluation~~evaluation was performed under the supervision and with the participation of our management, including our (chief) executive officer and chief financial officer (“certifying officer”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the year covered by this report. Disclosure ~~Controls~~controls and ~~Procedures~~procedures are controls and other procedures designed to ensure that information required to be disclosed by us in our periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including the (chief ) executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, our certifying officer concluded that these disclosure controls and procedures were effective as of December 31, 2022.

An evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and acting chief financial officer (“certifying officer”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the year covered by this report. Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by us in our periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified by the SECManagement’s ~~rules~~Report ~~and~~on ~~forms,~~Internal ~~and that the information is accumulated and communicated to our management, including~~Control ~~the~~over ~~chief~~Financial ~~executive~~Reporting officer and acting chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, our certifying officer concluded that these disclosure controls and procedures were effective as of December 31, 2021.

23The financial statements were prepared by management, which is responsible for their integrity and objectivity and for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

~~Management~~The Company’s ~~Report~~internal control onover ~~Internal~~financial ~~Control~~reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over ~~Financial~~financial ~~Reporting~~reporting includes those policies and procedures that:

~~The~~i. ~~financial~~pertain ~~statements were~~to ~~prepared~~the bymaintenance ~~management,~~of ~~which~~records isthat, ~~responsible~~in ~~for~~reasonable ~~their~~detail, ~~integrity~~accurately and ~~objectivity~~fairly ~~and~~reflect ~~for~~the ~~establishing~~transactions and ~~maintaining~~disposition ~~adequate~~of ~~internal control~~the ~~over~~assets ~~financial~~of ~~reporting,~~the ~~as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).~~Company;

~~The~~ii. ~~Company’s internal control over financial reporting is designed to~~ provide reasonable assurance ~~regarding~~that ~~the~~transactions ~~reliability~~are ofrecorded ~~financial~~as ~~reporting~~necessary ~~and~~to ~~the~~ permit preparation of ~~financial~~Consolidated ~~statements~~Financial ~~for~~Statements ~~external purposes~~ in accordance with generally accepted accounting principles., ~~The~~and that receipts and expenditures of the Company~~’s internal~~ ~~control~~are ~~over~~being ~~financial~~made ~~reporting~~only ~~includes~~in ~~those~~accordance ~~policies~~with authorizations of management and ~~procedures~~directors ~~that:~~of the Company; and

iiii. ~~pertain~~provide toreasonable ~~the~~assurance ~~maintenance~~regarding ofprevention ~~records~~or ~~that,~~timely indetection ~~reasonable~~of ~~detail~~unauthorized acquisition, ~~accurately~~use ~~and~~or ~~fairly~~disposition ~~reflect~~of the ~~transactions~~Company’s ~~and~~assets ~~disposition~~that ofcould ~~the~~have ~~assets~~a ofmaterial effect on the ~~Company;~~Consolidated Financial Statements.

ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and25

~~iii.~~There ~~provide~~are ~~reasonable~~inherent ~~assurance~~limitations in ~~regarding~~the ~~prevention~~effectiveness orof ~~timely~~any ~~detection~~internal control, including the possibility of ~~unauthorized~~human ~~acquisition,~~error ~~use~~and the circumvention or ~~disposition~~overriding of ~~the~~controls. Accordingly, ~~Company’s~~even ~~assets~~effective ~~that~~internal ~~could~~controls ~~have~~can aprovide ~~material~~only ~~effect~~reasonable onassurance with respect to the ~~Consolidated~~financial ~~Financial~~statement ~~Statements~~preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.

~~There~~Management ~~are~~assessed ~~inherent~~the ~~limitations~~design inand ~~the~~ effectiveness of ~~any~~the Company’s internal control, ~~including~~over ~~the~~financial ~~possibility~~reporting as of ~~human~~December 31, ~~error~~2022. ~~and~~In ~~the~~making ~~circumvention~~this ~~or overriding of controls. Accordingly~~assessment, management ~~even~~used ~~effective~~the ~~internal~~criteria ~~controls~~set ~~can~~forth ~~provide~~in ~~only~~2013 ~~reasonable~~Internal ~~assurance~~Control—Integrated ~~with~~Framework ~~respect~~by to the ~~financial~~Committee ~~statement~~of ~~preparation. Further,~~Sponsoring ~~because~~ Organizations of ~~changes in conditions,~~ the ~~effectiveness~~Treadway ofCommission ~~internal controls may vary over time~~(COSO).

~~Management~~Based ~~assessed~~on ~~the design and effectiveness of the Company~~management’s assessment ~~internal~~using ~~control~~those ~~over~~criteria, ~~financial reporting~~ as of December 31,~~2021.~~ ~~In making this assessment~~2022, management ~~used~~concluded ~~the~~that ~~criteria set forth in 2013 Internal Control—Integrated Framework by~~ the ~~Committee~~Company’s ofinternal ~~Sponsoring~~control ~~Organizations~~over financial ofreporting ~~the~~was ~~Treadway Commission (COSO)~~effective.

~~Based~~This Annual Report on ~~management’s~~Form ~~assessment~~10-K ~~using~~does ~~those~~not ~~criteria,~~include asan attestation report of ~~December 31,~~our ~~2021,~~independent ~~management~~registered ~~concluded~~public ~~that~~accounting ~~the~~firm regarding internal control over financial reporting. The Company’s internal ~~control~~controls over financial reporting ~~was~~were ~~effective~~not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC.

~~This~~Changes ~~annual~~in ~~report~~Internal ~~does~~Control ~~not include an attestation report of our independent registered public accounting firm regarding internal control~~ over ~~financial reporting.~~Financial ~~The~~Reporting ~~Company’s internal controls over financial reporting were not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC.~~

~~Changes~~There have been no changes in ~~Internal~~our ~~Control~~internal control over ~~Financial~~financial reporting that occurred during the year ended December 31, 2022, that our certifying officer(s) ~~Reporting~~concluded materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

~~There~~ITEM ~~have~~9B. ~~been~~OTHER no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021, that our certifying officers concluded materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.INFORMATION

~~ITEM 9B~~None. ~~OTHER INFORMATION~~

~~None~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~ITEM 9C~~None. ~~DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~

~~None.~~26

24PART III

~~PART~~ITEM ~~III~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~ITEM 10.~~Our bylaws, as amended, permit our Board of Directors ~~DIRECTORS~~to establish by resolution the authorized number of directors. Our Board of Directors currently consists of four directors, ~~EXECUTIVE~~who ~~OFFICERS~~are ~~AND~~divided into ~~CORPORATE~~three ~~GOVERNANCE~~classes with staggered three-year terms.

~~The~~All ~~Information~~of ~~required~~our directors bring byto ~~Items~~our ~~401,~~Board ~~405,~~of ~~407(d)(4)~~Directors ~~and~~a ~~407(d)(5)~~wealth of ~~Regulation~~executive ~~S-K~~leadership ~~will~~experience bederived ~~included~~from ~~under~~their ~~the~~service ~~captions~~as ~~“Proposal~~corporate 1:executives ~~Election~~as ofwell ~~Directors,”~~as service ~~“Executive~~as ~~Compensation~~directors –on ~~Executive~~other ~~Officers~~boards. When evaluating director candidates,” ~~“Security~~the ~~Ownership~~Nominating and Governance Committee takes into account all factors it considers appropriate, which include (i) ensuring that the Board of ~~Certain~~Directors, ~~Beneficial~~as ~~Owners~~a whole, is diverse and ~~Management~~consists of individuals with various and ~~Related~~relevant ~~Stockholder~~career ~~Matters~~experience, –relevant ~~Section 16~~technical skills, industry knowledge and experience, and financial expertise (including expertise that could qualify a) ~~Beneficial~~director ~~Ownership~~as ~~Reporting~~a ~~Compliance~~“financial expert,” ~~and~~as ~~“Corporate~~that ~~Governance –~~term ~~Committees~~is ofdefined by the ~~Board~~rules of ~~Directors~~the SEC), and ~~Meetings~~(ii) minimum individual –qualifications, ~~Audit~~including ~~Committee”~~strength inof ~~our~~character, ~~proxy~~mature ~~statement~~judgment, ~~for~~familiarity ~~our~~with ~~2022~~the ~~Annual~~Company’s ~~Meeting~~business and industry and independence of ~~Stockholders~~thought. The Nominating and isGovernance ~~incorporated~~Committee byalso ~~reference~~considers ~~herein.~~geographical, Ifcultural, ~~such~~experiential ~~proxy~~and ~~statement~~other isforms of ~~not~~diversity ~~filed~~when ~~with~~evaluating director candidates. In addition, the ~~SEC~~Nominating ~~within~~and ~~120~~Governance ~~days~~Committee ~~after~~also may consider the ~~end~~extent to ofwhich the ~~fiscal~~candidate ~~year~~would ~~covered~~fill bya ~~this~~present ~~Form~~need ~~10-K,~~on anthe ~~amendment~~Board toof ~~this~~Directors. ~~Form~~Information ~~10-K~~about ~~shall~~our becurrent ~~filed~~directors, ~~not~~including ~~later~~their ~~than~~business experience for the ~~end~~past offive ~~such~~years, ~~120-day~~appears ~~period~~below.

WeClass ~~have~~I adopted a Code of Ethics that applies to all of our employees, officers and directors. If you would like a copy our Code of Ethics, write to Investor Relations, Rubicon Technology, Inc., 900 East Green Street, Bensenville, Illinois 60106, and a copy of the Code of Ethics will be provided to you, free of charge.Director

~~ITEM 11~~John Eidinger, 42, was appointed as a Class I director whose current term will expire at the Company’s 2023 annual meeting of stockholders. On January ~~EXECUTIVE~~1, ~~COMPENSATION~~2023, Mr. Eidinger was elected to serve on the Board of Directors of Janel Corporation (Janel”) and, upon the recommendation of its Nominating and Corporate Governance Committee, appointed to serve as the Vice Chairman of the Board, and to serve on its Nominating and Corporate Governance Committee. Mr. Eidinger has served in business development at Janel Corporation since 2019. Mr. Eidinger was previously an associate portfolio manager for Select Equity Group. L.P. from 2011 to 2017. From 2007 to 2011, Mr. Eidinger served as an analyst and principal at Blum Capital Partners. From 2002 to 2007, Mr. Eidinger served as an analyst and associate at Merrill Lynch. Mr. Eidinger holds BS degrees in Finance and Economics from New York University. Mr. Eidinger’s qualifications to serve on the Board of the Company include his extensive experience in finance and acquisitions.

~~The~~Class ~~information~~II required by Item 402 of Regulation S-K will be included under the captions “Executive Compensation” and “Director Compensation” in our proxy statement for our 2022 Annual Meeting of Stockholders and is incorporated by reference herein. If such proxy statement is not filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.Directors

~~ITEM 12~~Timothy Brog, 59, is a continuing Class II director whose current term expires at our 2024 Annual Meeting. Mr. Brog joined us in May 2016 as a member of ~~SECURITY~~our ~~OWNERSHIP~~Board OFof ~~CERTAIN~~Directors ~~BENEFICIAL~~and ~~OWNERS~~was ~~AND~~appointed ~~MANAGEMENT~~as ~~AND~~our ~~RELATED~~President ~~STOCKHOLDER~~and ~~MATTERS~~Chief Executive Officer effective March 17, 2017. Mr. Brog served on our Audit Committee from July 1, 2016 until March 17, 2017 and on the Compensation Committee from December 14, 2016 to March 17, 2017. From March 2015 until March 17, 2017, Mr. Brog served as the president of Locksmith Capital Management LLC, an investment advisory firm. Previously, he served as Chairman of the Board of Directors of Peerless Systems Corporation from June 2008 to February 2015, Chief Executive Officer from August 2010 to March 2015 and a director beginning in July 2007. Mr. Brog served as a Managing Director and Portfolio Manager to Locksmith Value Opportunity Fund LP from September 2007 to August 2010. He also served as Managing Director of E2 Investment Partners LLC, a special purpose vehicle to invest in Peerless, from March 2007 to July 2008. Prior to his experience at Locksmith Capital and E2 Investment Partners, Mr. Brog was President of Pembridge Capital Management LLC and the Portfolio Manager of Pembridge Value Opportunity Fund LP, a small cap value hedge fund, from June 2004 to September 2007. He also worked as the Managing Director of The Edward Andrews Group Inc., a boutique investment bank, from 1996 to 2007. From 1989 to 1995, Mr. Brog was a corporate finance and mergers and acquisitions associate of the law firm Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Brog has previously served as a director of Eco-Bat Technologies Limited from October 2007 to July 2019, Chairman of the Board and Chairman of the Audit Committee of Deer Valley Corporation from October 2014 to April 2015, and as a member of the board of directors of the Topps Company Inc., from July 2006 to October 2007. Mr. Brog received a JD from Fordham University School of Law in 1989 and a BA from Tufts University in 1986. Mr. Brog’s qualifications to serve on our Board of Directors include his operational, legal, investment banking, executive management and financial analysis experience.

~~Securities Authorized for Issuance under Equity Compensation Plans~~ 27

~~The~~Michael ~~following~~Mikolajczyk, 71, ~~table~~is ~~represents~~a continuing Class II director whose current term expires at our 2024 Annual Meeting. Mr. Mikolajczyk has served as a member of ~~securities~~our ~~authorized~~Board ~~for~~of ~~issuance~~Directors ~~under,~~from June 2001 until May 2002 and rejoined our Board of Directors in March 2004. Mr. Mikolajczyk was elected as the ~~Rubicon~~chairman ~~Technology~~of ~~Inc~~our Board of Directors in December 2017. ~~2007~~Mr. ~~Stock~~Mikolajczyk ~~Incentive~~also ~~Plan,~~serves as ~~amended~~a member of our Audit, Compensation, and ~~restated~~Nominating and Governance Committees. Since September 2003, Mr. Mikolajczyk has served as managing director of Catalyst Capital Management, LLC, a private equity firm. From 2001 through 2003, Mr. Mikolajczyk worked as an independent consultant providing business and ~~the~~financial ~~Rubicon~~advisory services to early stage and mid-cap companies. Mr. Mikolajczyk also served as vice chairman of Diamond Management & Technology Consultants, Inc., ~~2016~~a ~~Stock~~management ~~Incentive~~and ~~Plan~~technology consulting firm, from 2000 to 2001, president from 1998 to 2000 and chief financial officer from 1994 to 1998. Mr. Mikolajczyk served as chief financial officer of ~~December~~Technology Solutions Company, a business solutions provider, from 1993 to 1994. In addition, Mr. Mikolajczyk served as a director of Diamond Management 31& Technology Consultants, ~~2021~~Inc. from 1994 to 2010 and served as director of Kanbay International, Inc. from 2004 to 2007. Mr. Mikolajczyk is a CPA in the State of Michigan and holds an MBA from Harvard Business School and a BS in business from Wayne State University. Mr. Mikolajczyk’s qualifications to serve on our Board of Directors include his experience as an operating executive and his years of experience providing business and financial advisory services. Mr. Mikolajczyk is a financial expert with extensive experience in corporate governance.

25Class III Director

Darren Seirer, 48, was appointed as a Class III director who was re-elected at the Company’s 2022 annual meeting of stockholders. His term will expire at our 2025 annual meeting. On January 1, 2023, Mr. Seirer was elected to serve on the Board of Directors of Janel Corporation, and appointed to serve as President and Chief Executive Officer. Furthermore, upon the recommendation of its Nominating and Corporate Governance Committee, Mr. Seirer was also appointed to serve as the Chairman of the Board and to serve on its Nominating and Corporate Governance Committee. Previously, Mr. Seirer had been a private investor and had served as an advisor to Janel Corporation since 2021. Mr. Seirer was previously at Select Equity ~~Compensation~~Group, ~~Plan~~L.P. ~~Information~~from 1993 to 2019. Mr. Seirer holds a BA in Economics from Columbia University. Mr. Seirer’s qualifications to serve on the Board of the Company include his extensive experience in finance and acquisitions.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuances under the equity compensation plans (excluding securities reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders(1)

32,080

14.16

304,731

Recent Resignations and Appointments of Executive Officers and Directors

~~(1)~~Timothy ~~The~~E. ~~Rubicon~~Brog, ~~Technology~~age ~~Inc.~~59, was ~~2007~~appointed ~~Stock~~as ~~Incentive~~our ~~Plan~~President ~~was~~and ~~approved~~Chief byExecutive ~~stockholders~~Officer ~~before~~effective March 17, 2017. Mr. Brog has also been a member of our ~~initial~~Board ~~public~~of ~~offering~~Directors since May 2016. ~~The~~As ~~Rubicon~~of ~~Technology~~April ~~Inc~~24, 2021, until such time as a new candidate is appointed, Mr. ~~2016~~Brog ~~Stock~~took ~~Incentive~~on ~~Plan~~the ~~was~~role ~~approved~~of byActing ~~stockholders~~Chief inFinancial Officer. ~~June~~His ~~2016~~biographical information is provided above.

~~The~~On ~~information~~December ~~required by~~12, ~~Item 403~~2022, the Board of ~~Regulation~~Directors ~~S-K~~of ~~will~~the beCompany ~~included~~and ~~under~~Mr. ~~the~~Brog ~~caption~~mutually ~~“Security~~agreed ~~Ownership~~that ofthe ~~Certain~~Company’s ~~Beneficial~~operational ~~Owners~~staffing ~~and~~requirements ~~Management~~had changed and ~~Related~~that ~~Stockholder~~a ~~Matters”~~new inChief ~~our~~Executive ~~proxy~~Officer ~~statement~~was ~~for~~needed. ~~our~~Mr. ~~2022~~Brog ~~Annual~~remained ~~Meeting~~employed ofby ~~Stockholders~~the ~~and~~Company isuntil ~~incorporated~~January by6, ~~reference herein~~2023. IfMr. ~~such~~Brog’s ~~proxy~~departure was ~~statement is~~ not ~~filed with~~ the ~~SEC~~result ~~within~~of ~~120~~any ~~days~~disagreements ~~after~~with the ~~end~~Company ofon ~~the~~any ~~fiscal~~matters ~~year~~relating ~~covered~~to byits ~~this~~operations, ~~Form~~policies ~~10-K, an~~or ~~amendment~~practices. toOn ~~this~~February 24, ~~Form~~2023, ~~10-K~~the ~~shall~~Board beof ~~filed~~Directors ~~not~~named ~~later~~Joseph ~~than~~Ferrara as the ~~end~~Executive ofOfficer ~~such~~and ~~120-day~~Chief ~~period~~Financial Officer.

~~ITEM 13~~On February 20, 2023, Mr. ~~CERTAIN~~Brog ~~RELATIONSHIPS~~tendered ~~AND~~his ~~RELATED~~resignation ~~TRANSACTIONS~~as a Class II director, ~~AND~~which ~~DIRECTOR~~became ~~INDEPENDENCE~~effective on February 22, 2023. Mr. Brog’s resignation as a member of the Board of Directors was not the result of any disagreements with the Company on any matters relating to its operations, policies or practices. On March 3, 2023, the Board of Directors appointed Dennis Paul, 50, as an independent director. Since 2012, Mr. Paul has served as a Founder and Managing Member of Thyra Global Management, and since 2012, he has served as a Senior Advisor at Blackstone.

The information required by Item 404 of Regulation S-K will be included under the caption “Certain Relationships and Related Party Transactions” in our proxy statement for our 2022 Annual Meeting of Stockholders and is incorporated by reference herein. The information required by Item 407(a) of Regulation S-K will be included under the caption “Corporate Governance - Director Independence” in our proxy statement for our 2022 Annual Meeting of Stockholders and is incorporated by reference herein. If such proxy statement is not filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.28

~~ITEM 14. PRINCIPAL~~CORPORATE ~~ACCOUNTANT FEES AND SERVICES~~GOVERNANCE

~~The~~Director ~~information~~Independence required by this Item will be included under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” in our proxy statement for our 2022 Annual Meeting of Stockholders and is incorporated by reference herein. If such proxy statement is not filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.

26Our Board of Directors undertook a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that Mr. Mikolajczyk independent under the standards for director independence adopted by the Board of Directors and are “independent directors” as defined under the Nasdaq rules. Based on the foregoing, our Board of Directors has concluded that a majority of our Board of Directors has been independent during 2021, as required by the Nasdaq rules.

~~PART~~On IVAugust 19, 2022, Mr. Jefferson Gramm and Ms. Susan Westphal, both of whom were independent directors, resigned from the Board the committees of the Board that they serve on. Mr. Seirer and Mr. Eidinger were appointed as their replacements by the Board of Directors.

~~ITEM 15~~On October 14, 2022, the Company received notifications from Nasdaq that it was no longer in compliance with various Nasdaq independent director requirements set forth in Listing Rule 5605. This rule requires, among other things, that (i) the Board of Directors be composed of a majority of independent ~~EXHIBITS~~directors, ~~AND~~(ii) ~~CONSOLIDATED~~the ~~FINANCIAL~~Audit ~~STATEMENT~~Committee ~~SCHEDULES~~be composed of three independent directors, and (iii) the Compensation Committee be composed of two independent directors. The Board of Directors was composed of four directors, one of which was an employee of the Company and therefore was not independent. At that time, the Board of Directors had not yet determined whether the two newly appointed directors would be deemed to be independent under the Nasdaq Listing Rules. Subsequently, on December 13, 2022, the Company notified Nasdaq of its decision to delist its common stock from the Nasdaq Capital Market. The delisting became effective December 30, 2022.

(During December 2022, the Board began the analysis and review of the independence of Mr. Seirer and Mr. Eidinger to consider whether they have a) ~~Financial~~material ~~statements~~relationship with the Company that could compromise their ability to exercise independent judgment in carrying out their responsibilities. This review ~~The~~has not been completed as of the date hereof. On March 10, 2023, the Board of Directors appointed Dennis Paul as an independent director, and following ~~Consolidated~~Mr. ~~Financial~~Paul’s ~~Statements~~appointment, there were no vacancies on the Board of Directors. As such, the Board of Directors has determined that Mr. Mikolajczyk and Mr. Paul are ~~filed~~the asonly ~~part~~independent directors under the standards for director independence adopted by the Board of ~~this~~Directors ~~Annual~~and ~~Report~~therefore oncannot ~~Form 10-K~~conclude that a majority of the Board of Directors is independent under the Nasdaq rules.

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-4
Consolidated Statements of Operations for each of the two years in the period ended December 31, 2021	F-5
Consolidated Statements of Comprehensive Income (Loss) for each of the two years in the period ended December 31, 2021	F-6
Consolidated Statements of Stockholders’ Equity for each of the two years in the period ended December 31, 2021	F-7
Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2021	F-8
Notes to Consolidated Financial Statements	F-9

Board of Directors Leadership Structure

~~(b)~~Our ~~Exhibits~~Board of Directors is led by an independent Chairman, Mr. Mikolajczyk. The ~~exhibits~~Board has determined that having an independent Chairman is in the best interest ~~filed~~of orthe ~~incorporated~~Company’s bystockholders ~~reference~~at asthis time and adopted a ~~part~~formal ofpolicy to that effect on December 14, 2016. The Board believes that this ~~report~~leadership ~~are~~structure ~~listed~~is appropriate because it strikes an effective balance between management and independent director participation in the ~~Index~~Board process. The independent Chairman role allows our Executive Officer to ~~Exhibits~~focus ~~which~~on ~~appears~~his ~~following~~management ~~the~~responsibilities ~~signature~~in leading ~~page~~the business, setting the strategic direction of the Company and optimizing the day-to-day ~~this~~performance ~~Annual~~and ~~Report~~operations of the Company. At the same time, the independent Chairman can focus on ~~Form~~Board ~~10-K~~leadership, providing guidance to the Executive Officer and ~~are~~the ~~incorporated~~Company’s overall bybusiness ~~reference~~strategy. The Board believes that the separation of functions between the Executive Officer and Chairman of the Board provides independent leadership of the Board in the exercise of its management oversight responsibilities, increases the accountability of the Executive Officer and creates transparency into the relationship among executive management, the Board of Directors and the stockholders. The independent Chairman regularly presides at executive sessions of the independent directors, without the presence of management.

~~(c)~~Board ~~Financial~~of ~~statement~~Directors ~~schedules not~~Oversight ~~listed above have been omitted because they are inapplicable, are not required under applicable provisions~~ of ~~Regulation S-X, or the information that would otherwise be included in such schedules is contained in the registrant’s financial statements or accompanying notes.~~ Risk

27Our executive management team is responsible for our day-to-day risk management activities. The Board of Directors oversees these risk management activities, delegating its authority in this regard to the standing committees of the Board of Directors. The Audit Committee is responsible for discussing with executive management policies with respect to financial risk and enterprise risk management. The Audit Committee also oversees the Company’s corporate compliance programs. The Compensation Committee considers risk in connection with its design of compensation programs for our executives. The Nominating and Governance Committee reviews the Company’s corporate governance principles and their implementation. Each committee regularly reports to the Board of Directors. In addition to each committee’s risk management oversight, the Board of Directors regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed.

~~SIGNATURES~~29

~~Pursuant~~The toBoard ~~the~~of ~~requirements~~Directors believes ofthat ~~Section 13~~each orcommittee’s ~~15(d)~~risk ofoversight ~~the~~function, ~~Securities~~together ~~Exchange~~with ~~Act~~the efforts of ~~1934,~~ the ~~registrant~~full ~~has~~Board ~~duly~~of ~~caused~~Directors ~~this~~and ~~report~~the toChief beExecutive Officer ~~signed~~in onthis ~~its~~regard, ~~behalf by~~enables the ~~undersigned,~~Board ~~thereunto~~of ~~duly~~Directors ~~authorized~~to oneffectively ~~March~~oversee ~~25,~~the ~~2022~~Company’s risk management activities.

~~Rubicon~~Committees ~~Technology,~~of ~~Inc.~~the ByBoard ~~/s/~~of ~~Timothy~~Directors ~~E. Brog Director, President, Chief Executive Officer~~ and ~~Acting Chief Financial Officer~~Meetings

~~KNOWN~~Our BYBoard ~~ALL~~of ~~MEN~~Directors ~~BY THESE~~has ~~PRESENTS,~~established ~~that~~three ~~each~~standing ~~person~~committees: ~~whose~~an ~~signature~~Audit ~~appears~~Committee, ~~below~~a ~~constitutes~~Compensation Committee and ~~appoints~~a ~~Timothy~~Nominating Eand Governance Committee. ~~Brog,~~Described below ~~jointly~~are the membership and ~~severally,~~principal ~~his~~responsibilities orof ~~her~~each ~~attorney-in-fact~~of the standing committees of the Board of Directors, ~~with~~ as well as the ~~power~~number of meetings held during 2022. Each of ~~substitution~~these committees is composed entirely of non-employee directors who, for ~~him~~2022, orhave ~~her~~been indetermined by ~~any~~our ~~and~~Board ~~all~~of ~~capacities,~~Directors to ~~sign~~be ~~any~~independent ~~amendments~~under tothe ~~this~~current ~~Annual~~requirements ~~Report~~of onNasdaq ~~Form~~and ~~10-K~~the rules and regulations of the SEC. Each committee tooperates ~~file~~under a charter approved by the ~~same,~~Board ~~with~~of ~~exhibits~~Directors ~~thereto~~setting out the purposes and ~~other~~responsibilities ~~documents~~of inthe ~~connection~~committee. ~~therewith~~As of December 31, ~~with~~2022, Mr. Mikolajczyk was the ~~Securities~~only ~~and~~member ~~Exchange~~of ~~Commission~~each committee, ~~hereby~~as he was the only director whose independence had been confirmed by ~~ratifying~~the ~~and~~Board. ~~confirming~~On ~~all~~March ~~that~~10, ~~each~~2023, the Board of ~~said~~Directors ~~attorneys-in-fact,~~appointed orDennis ~~his~~Paul oras ~~her~~an ~~substitute~~independent ordirector, ~~substitutes~~and following Mr. Paul’s appointment, ~~may~~there dowere orno ~~cause~~vacancies toon bethe ~~done~~Board of Directors. The Board of Directors has not yet determined the committees, if any, byon ~~virtue~~which ~~hereof~~Mr. Paul will serve.

~~Pursuant~~The toBoard ~~the~~of ~~requirements~~Directors held of16 ~~the~~meetings ~~Securities~~during ~~Exchange~~2022. ~~Act~~Each of ~~1934,~~our ~~this~~directors ~~report~~attended ~~has~~every ~~been~~meeting. ~~signed~~Our ~~below~~non-employee bydirectors ~~the~~meet ~~following~~regularly ~~persons~~without onour ~~behalf~~Chief ~~of the registrant and in~~Executive ~~the~~Officer ~~capacities indicated on March 25, 2022~~present.

~~Signature~~Audit ~~Title~~Committee /s/ Timothy E. Brog Director, President, Chief Executive Officer and Acting Timothy E. Brog Chief Financial Officer /s/ Michael E. Mikolajczyk Chairman of the Board of Directors Michael E. Mikolajczyk /s/ Susan Westphal Director Susan Westphal /s/ Jefferson Gramm Director Jefferson Gramm

28From January 1, 2022 to August 19, 2022, our Audit Committee was comprised of Michael E. Mikolajczyk, Susan M. Westphal and Jefferson Gramm. Subsequently, Mr. Mikolajczyk was the only member of the committee.

~~EXHIBIT~~Mr. ~~INDEX~~Mikolajczyk is the chairman of our Audit Committee. Our Board of Directors has determined that each member of our Audit Committee, during the period served on the committee, met or meets the requirements for financial sophistication and independence for Audit Committee membership under the current requirements of Nasdaq and SEC rules and regulations. Our Board of Directors has also determined that Mr. Mikolajczyk is an “audit committee financial expert” as defined in the SEC rules. The Audit Committee’s responsibilities include, but are not limited to:

~~The~~● ~~Exhibits~~selecting ~~listed~~and ~~below~~hiring ~~are~~our ~~filed~~independent orregistered ~~incorporated by~~public ~~reference~~accounting asfirm, ~~part~~and ofapproving ~~this~~the ~~Annual~~audit ~~Report~~and onpermitted ~~Form 10~~non-K.audit services to be performed by our independent registered public accounting firm;

Exhibit No.	Description	Incorporation by Reference
3.1	Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Exhibit 3.1 to the registrant’s Registration Statement on Form S-1/A, filed on November 1, 2007 (File No. 333-145880)
3.2	Amendment No. 1 to Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2011 (File No. 1-33834)
3.3	Amendment No. 2 to Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed on May 4, 2017 (File No. 1-33834)
3.4	Second Amended and Restated Bylaws of Rubicon Technology, Inc.	Filed as Exhibit 3.3 to the registrant’s Quarterly Report on Form 10-Q, filed on May 10, 2016 (File No. 1-33834)
3.5	Certificate of Designations of Series A Junior Participating Preferred Stock of Rubicon Technology, Inc. filed with the Secretary of State of Delaware on December 18, 2017.	Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed on December 18, 2017 (File No. 1-33834)
3.6	Amendment No. 3 to Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed on May 15, 2018 (File No. 1-33834)
4.1	Specimen Common Stock Certificate	Filed as Exhibit 4.1 to the registrant’s Registration Statement on Form S-1/A, filed on November 13, 2007 (File No. 333-145880)
4.2	Rights Agreement dated as of December 18, 2017, between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC, which includes the Form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.	Filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K, filed on December 18, 2017 (File No. 1-33834)
4.3	Amendment No. 1 to the Rights Agreement, dated as of December 18, 2020, between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC	Filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K, filed on December 18, 2020 (File No. 1-33834)
10.1*	Rubicon Technology, Inc. 2007 Stock Incentive Plan, as amended and restated, effective March 23, 2011	Filed as Exhibit 10.2 to the registrant’s Annual Report on Form 10-K, filed on March 13, 2014 (File No. 1-33834)
10.2*	Rubicon Technology, Inc. 2016 Stock Incentive Plan	Filed as Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A, filed on May 18, 2016 (File No. 1-33834)
10.3(a)*	Form of Notice of Stock Option Grant and Stock Option Agreement pursuant to Rubicon Technology, Inc. 2016 Stock Incentive Plan	Filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2016 (File No. 1-33834)
10.3(b)*	Form of Non-Employee Director Restricted Stock Agreement pursuant to Rubicon Technology, Inc. 2016 Stock Incentive Plan	Filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2016 (File No. 1-33834)
10.3(c)*	Form of Restricted Stock Unit Agreement pursuant to Rubicon Technology, Inc. 2016 Stock Incentive Plan (with time-based vesting)	Filed as Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2016 (File No. 1-33834)
10.4*	Form of Indemnification Agreement for Directors and Executive Officers	Filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q, filed on May 8, 2015 (File No. 1-33834)
10.5*	Executive Employment Agreement by and between Rubicon Technology, Inc. and Timothy E. Brog, dated as of March 1, 2017	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on March 16, 2017 (File No. 1-33834)

●

evaluating the qualifications, experience, performance and independence of our independent registered public accounting firm;

29● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

10.6*	Amended and Restated Executive Employment Agreement by and between Rubicon Technology, Inc. and Timothy E. Brog, dated as of May 12, 2017	Filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q, filed on May 12, 2017 (File No. 1-33834)
10.7	Stockholder’s Agreement dated as of November 16, 2017, by and among Rubicon Technology, Inc. and Bandera Partners LLC, Bandera Master Fund L.P., Gregory Bylinsky and Jefferson Gramm	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on November 16, 2017 (File No. 1-33834)
10.8	Asset Purchase Agreement, dated as of May 17, 2019, by and among Wellfount, Corporation, Rubicon DTP LLC and Rubicon Technology, Inc.	Filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q, filed on August 14, 2019 (File No. 1-33834)
10.9	Sale and Purchase Agreement, dated as of December 19, 2019, by and among Rubicon Sapphire Technology (Malaysia) SDN. BHD., Rubicon Technology, Inc. and Computime (Malaysia) SDN. BHD	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No. 1-33834)
10.10	Share Sale Agreement, dated December 9, 2020 between Rubicon Technology, Inc. and Kang Lan Hiang	Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on December 9, 2020 (File No. 1-33834)
10.11*	Executive Employment Agreement by and between Rubicon Technology, Inc. and Kevin T. Lusardi, dated as of March 17, 2021	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on March 22, 2021 (File No. 1-33834)
10.12	Real Estate Sales Contract, dated as of February 9, 2022, between Rubicon Technology, Inc. and Capitol Trucking, Inc., a Texas corporation for the purchase of that parcel of real property commonly known as Fox Valley Business Park, Lot 101, Batavia, Illinois, 60510.	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on February 9, 2022 (File No. 1-33834)
21.1**	Subsidiaries of the Company
23.1**	Consent of Independent Registered Public Accounting Firm
24.1**	Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
31.1**	Certification of Chief Executive Officer and Acting Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

●

reviewing the adequacy, effectiveness and integrity of our internal control policies and procedures;

101.INS**		Inline XBRL Instance Document.
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

●

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results;

*	Management contract or compensatory plan or arrangement of the Company.
**	Submitted electronically with this Annual Report on Form 10-K.

●

preparing the Audit Committee report required by the SEC in our annual proxy statement; and

30● overseeing management with respect to enterprise and financial risk management.

~~Rubicon~~Our ~~Technology,~~Audit ~~Inc~~Committee held six meetings during 2022.

~~INDEX TO FINANCIAL STATEMENTS~~30

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-4
Consolidated Statements of Operations for each of the two years in the period ended December 31, 2021	F-5
Consolidated Statements of Comprehensive Income (Loss) for each of the two years in the period ended December 31, 2021	F-6
Consolidated Statements of Stockholders’ Equity for each of the two years in the period ended December 31, 2021	F-7
Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2021	F-8
Notes to Consolidated Financial Statements	F-9

Compensation Committee

F-From January 1, 2022 to August 19, 2022, our Compensation Committee was comprised of Jefferson Gramm, Michael E. Mikolajczyk and Susan M. Westphal. Subsequently, Mr. Mikolajczyk was the only member of the committee.

~~REPORT~~Mr. OFGramm ~~INDEPENDENT~~was ~~REGISTERED~~the ~~PUBLIC ACCOUNTING~~chairman ~~FIRM~~of our Compensation Committee. The Compensation Committee’s responsibilities include, but are not limited to:

To● ~~the~~reviewing ~~Stockholders~~and approving our Chief Executive Officer’s and ~~Board~~other ofexecutive ~~Directors~~officers’ ~~of Rubicon~~annual ~~Technology,~~base ~~Inc.~~salaries and ~~Subsidiaries~~annual bonuses;

~~Opinion~~● onevaluating and recommending to the ~~Financial~~Board ~~Statements~~of Directors incentive compensation plans;

We● ~~have~~overseeing ~~audited~~an ~~the~~evaluation ~~accompanying consolidated balance sheets~~ of ~~Rubicon Technology, Inc. and Subsidiaries (~~the ~~“Company”)~~performance as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our ~~opinion,~~executive the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.officers;

~~Basis~~● ~~for~~administering, ~~Opinion~~reviewing and making recommendations with respect to our equity compensation plans; and

~~These~~● ~~financial~~reviewing ~~statements are~~and ~~the~~making ~~responsibility~~recommendations ~~of the Company's management. Our responsibility is~~ to ~~express an opinion on~~ the ~~Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight~~ Board ~~(United~~of ~~States)~~Directors ~~("PCAOB") and are required to be independent~~ with respect to ~~the~~director ~~Company in accordance with the U~~compensation.~~S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.~~

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The ~~Company~~Compensation ~~is not required to~~Committee ~~have~~may, ~~nor~~in ~~were~~its wesole ~~engaged to perform~~discretion, anretain ~~audit~~or ~~of its internal control over financial reporting. As part of our audit we are required to~~ obtain ~~an understanding of internal control over financial reporting but not for~~ the ~~purpose~~advice of ~~expressing~~one anor ~~opinion~~more oncompensation ~~the~~consultants ~~effectiveness of~~or ~~the~~other ~~Company's~~advisors ~~internal~~to ~~control~~assist ~~over~~it ~~financial~~with ~~reporting~~these duties. ~~Accordingly, we express no such opinion.~~

Our ~~audits~~Compensation ~~included performing~~Committee ~~procedures~~held toone ~~assess~~meeting ~~the~~during ~~risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~2022. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~F-2~~Nominating and Governance Committee

~~Critical~~From ~~Audit~~January ~~Matters~~1, 2022 to August 19, 2022, our Nominating and Governance Committee was comprised of Susan M. Westphal, Jefferson Gramm and Michael E. Mikolajczyk. Subsequently, Mr. Mikolajczyk was the only member of the committee.

~~The~~Ms. ~~critical~~Westphal ~~audit~~was ~~matter communicated below is a matter arising from~~ the ~~current period audit~~ chairman of ~~the~~our ~~financial~~Nominating ~~statements that were communicated or required to be communicated to the audit committee~~ and ~~that:~~Governance ~~(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments~~Committee. The ~~communication~~Nominating ofand ~~critical~~Governance ~~audit~~Committee’s ~~matters~~responsibilities ~~does not alter in any way our opinion on the financial statements~~include, ~~taken~~but ~~as a whole, and we~~ are not, ~~by communicating the critical audit matters below, providing separate opinions~~limited ~~on the critical audit matters or on the accounts or disclosures~~ to ~~which they relate.~~:

~~The~~● ~~Company~~developing ~~establishes~~and ~~inventory~~recommending ~~reserves when conditions exist~~ to ~~suggest inventory may be in excess of anticipated demand or is obsolete based on customer specifications. The Company’s management evaluates~~ the ~~ability~~Board ~~to realize the net carrying value~~ of ~~its~~Directors ~~inventory~~criteria based on a combination of factors, including forecasted sales, estimated current market value and changes in customers’ product specifications. Additionally, the Company reduces the carrying values of its inventories for ~~differences~~Board ~~between the cost and the estimated net realizable value, which is determined based on an estimated selling price less estimated costs~~ of ~~completion~~Directors and ~~disposal.~~committee Based on the likelihood of expected usage within the next operating cycle, generally 12 months, management makes a determination on the appropriate presentation of inventory as a current or non-current asset in the financial statements.membership;

We● ~~identified~~assisting ~~the~~our ~~valuation~~Board ~~and presentation~~ of ~~inventory~~ asDirectors ain ~~critical~~identifying ~~audit~~prospective ~~matter.~~director ~~Auditing~~nominees ~~management~~and ~~judgment~~recommending ~~regarding~~to ~~forecasted~~the ~~sales,~~Board ~~estimated~~of ~~current~~Directors ~~market~~nominees ~~value~~for ~~and~~each ~~anticipated customer~~annual ~~product~~meeting ~~specifications, involved a high degree~~ of ~~subjectivity.~~stockholders;

~~The~~● ~~primary~~recommending ~~procedures~~members ~~we performed to address this critical audit matter included obtaining an understanding of management’s process~~ for ~~determining~~each ~~the~~committee carrying value at the lower of cost or net realizable value of inventory and testing that value, and also evaluating the expected consumption within one year from December 31, 2021 for presentation purposes. We evaluated the reasonableness of management’s forecasted consumption by comparing these forecasts to ~~historical~~our ~~sales~~Board ~~and inventory consumption, open orders, and performed a retrospective review~~ of ~~management’s estimates from the prior period.~~Directors;

~~/s/ Marcum~~● ~~llp~~reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our Board of Directors; and

~~Marcum~~● ~~llp~~overseeing the evaluation of the Board of Directors.

USOur ~~PCAOB~~Nominating ~~ID#:~~and ~~688~~ Governance Committee held one meeting during 2022.

~~We have served as the Company’s auditor since 2017.~~31

~~Chicago,~~Code ~~Illinois~~of Ethics

~~March 25~~We have adopted a Code of Ethics that applies to all of our employees, ~~2022~~officers and directors. If you would like a copy our Code of Ethics, write to Investor Relations, Rubicon Technology, Inc., 900 East Green Street, Bensenville, Illinois 60106, and a copy of the Code of Ethics will be provided to you, free of charge. Any waiver from or amendment to the Code of Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be timely disclosed by filing a Current Report on Form 8-K.

~~F-3~~Policies and Procedures Governing Director Nominations

~~Rubicon~~The ~~Technology~~Nominating and Governance Committee considers candidates for nomination to the Board of Directors from a number of sources, ~~Inc~~including recommendations by current members of the Board of Directors and members of management. Current members of the Board of Directors are considered for re-election unless they have notified us that they do not wish to stand for re-election. The Nominating and Governance Committee will also consider director candidates recommended by our stockholders, although a formal policy has not been adopted with respect to consideration of such candidates because stockholders may nominate director candidates pursuant to our bylaws. Stockholders desiring to submit recommendations for director candidates must follow the following procedures:

~~Consolidated~~● ~~Balance~~The ~~Sheets~~Nominating and Governance Committee will accept recommendations of director candidates throughout the year; however, in order for a recommended candidate to be considered for nomination for election at an upcoming annual meeting of stockholders, the recommendation must be received by the Acting Secretary of the Company not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the anniversary date of our most recent annual meeting of stockholders, unless the date of the annual meeting is more than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual meeting, in which case notice must be delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which we first publicly announce the date of such annual meeting. If the number of directors to be elected to the Board is increased and the Company does not make public announcement naming all of the nominees for director or specifying the size of the increased Board at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s nomination notice will also be considered timely with respect to nominees for any newly created positions if such notice is delivered to the Acting Secretary not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

	As of
	December 31,
	2021			2020
	(in thousands, other
	than share data)
Assets
Cash and cash equivalents	$	11,260		$	11,130
Short-term investments		14,751			14,748
Accounts receivable, net		719			386
Inventories		658			1,073
Other inventory supplies		133			140
Prepaid expenses and other current assets		167			284
Assets held for sale		529			529
Total current assets		28,217			28,290
Inventories, non-current		468			468
Property and equipment, net		2,301			2,482
Total assets	$	30,986		$	31,240
Liabilities and stockholders’ equity
Accounts payable	$	545		$	497
Accrued payroll		426			211
Accrued and other current liabilities		220			201
Corporate income and franchise taxes		327			307
Accrued real estate taxes		78			71
Advance payments		2			18
Total current liabilities		1,598			1,305
Commitments and contingencies (see Note 10)
Stockholders’ equity
Preferred stock, $0.001 par value, 1,000,000 undesignated shares authorized, no shares issued or outstanding		-			-
Common stock, $0.001 par value 8,200,000 shares authorized; 2,995,680 and 2,971,283 shares issued; 2,446,652 and 2,422,255 shares outstanding		29			29
Additional paid-in capital		376,640			376,456
Treasury stock, at cost, 549,028 and 549,028 shares		(15,147	)		(15,147	)
Accumulated other comprehensive loss		(1	)		-
Accumulated deficit		(332,133	)		(331,403	)
Total stockholders’ equity		29,388			29,935
Total liabilities and stockholders’ equity	$	30,986		$	31,240

●

A stockholder making the recommendation must be a stockholder of record at the time of giving of notice, be entitled to vote at the meeting and comply with the notice procedures set forth in the bylaws. Furthermore, this recommendation must be in writing and must include the following initial information: (i) as to each person whom the stockholder proposes to nominate for election as a director, all information relating to such person that would be required to be disclosed in proxy solicitations for election of directors in an election contest, or would otherwise be required, in each case pursuant to Regulation 14A under the Exchange Act and Rule 14a-11 promulgated under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, the name and address of such stockholder and beneficial owner, and the class and number of shares of the Company that are owned beneficially and of record by such stockholder and beneficial owner. The Nominating and Governance Committee may subsequently request additional information regarding the candidate.

In evaluating nominees for director, the Nominating and Governance Committee is guided by, among other things, the objective that the Board of Directors be composed of qualified, dedicated and highly regarded individuals who have experience relevant to our operations and who understand the complexities of our business environment. The ~~accompanying~~Nominating ~~notes~~and ~~are~~Governance anCommittee ~~integral~~may ~~part~~also consider other factors such as whether the candidate is independent under the standards adopted by the Board of Directors and within the meaning of the listing standards of Nasdaq, and whether ~~these~~the ~~consolidated~~candidate ~~financial~~meets ~~statements~~any additional requirements for service on the Audit Committee. The Nominating and Governance Committee does not intend to evaluate candidates recommended by stockholders any differently than other candidates. Under the Company’s bylaws, as amended, at least 50% of the members of the Board of Directors must be independent under the Nasdaq Listing Rules.

~~F-4~~32

~~Rubicon~~Stockholder ~~Technology,~~Communications ~~Inc.~~with the Board of Directors

~~Consolidated~~Interested ~~Statements~~parties, including stockholders, may communicate by mail with all or selected members of ~~Operations~~the Board of Directors. Correspondence should be addressed to the Board of Directors or any individual director(s) or group or committee of directors either by name or title (for example, “Chairman of the Nominating and Governance Committee” or “All Non-Management Directors”). All correspondence should be sent to Rubicon Technology, Inc., 900 East Green Street, Bensenville, Illinois 60106. The Board of Directors will, as necessary, generally screen out communications from stockholders to identify communications that are (i) commercial, charitable or other solicitations for products, services and funds, (ii) matters of a personal nature not relevant for stockholders, or (iii) matters that are of a type that render them improper or irrelevant to the functioning of the Board of Directors and the Company.

	Year Ended
	December 31,
	2021			2020
	(in thousands, other
	than share data)
Revenue	$	4,061		$	3,616
Cost of goods sold		2,798			2,608
Gross profit		1,263			1,008
Operating expenses:
General and administrative		2,130			1,942
Sales and marketing		210			280
Gain on sale or disposal of assets and subsidiary		(613	)		(2,084	)
Income (loss) from continuing operations		(464	)		870
Other (expense) income:
Interest income		5			108
Realized loss on marketable securities		-			(1,824	)
Realized gain on foreign currency translation		-			136
Total other (expense) income		5			(1,580	)
Loss before income taxes from continuing operations		(459	)		(710	)
Income tax expense		-			(13	)
Loss from continuing operations		(459	)		(723	)
Loss from discontinued operations, net of taxes		(271	)		(340	)
Net loss	$	(730	)	$	(1,063	)
Net loss per common share: basic
Continuing operations	$	(0.19	)	$	(0.29	)
Discontinued operations	$	(0.11	)	$	(0.14	)
Net loss per common share: diluted
Continuing operations	$	(0.19	)	$	(0.29	)
Discontinued operations	$	(0.11	)	$	(0.14	)
Weighted average common shares outstanding used in computing net loss per common share
Basic		2,439,764			2,499,690
Diluted		2,439,764			2,499,690

Attendance at Annual Meeting

~~The~~Directors ~~accompanying~~are ~~notes~~encouraged, but ~~are~~not anrequired, ~~integral~~to ~~part~~attend our annual stockholders’ meeting. All directors attended the 2022 Annual Meeting of Stockholders either ~~these~~in ~~consolidated~~person ~~financial~~or ~~statements~~telephonically.

~~F-5~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

~~Rubicon~~Section 16(a) ~~Technology~~of the Exchange Act requires our directors, ~~Inc~~executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and to provide us copies of these reports. Based solely on a review of the copies of these reports furnished to us and written representations that no other reports were required to be filed, we believe that all such filings applicable to our officers, directors and beneficial owners of greater than 10% of our common stock were made timely during the fiscal year ended December 31, 2022.

~~Consolidated~~ITEM ~~Statements~~11. ofEXECUTIVE ~~Comprehensive Income (Loss)~~COMPENSATION

	Year Ended
	December 31,
	2021			2020
	(in thousands)
Loss from continuing operations	$	(459	)	$	(723	)
Loss from discontinued operations		(271	)		(340	)
Net loss		(730	)		(1,063	)
Other comprehensive income:
Unrealized gain (loss) on investments, net of taxes		(1	)		1
Other comprehensive income (loss)		(1	)		1
Comprehensive loss	$	(731	)	$	(1,062	)

DIRECTOR COMPENSATION

~~The~~In ~~accompanying~~2022, ~~notes~~all ~~are~~non-employee directors received an ~~integral~~annual ~~part~~fee of $20,000 cash, payable quarterly. At every Annual Meeting, beginning in 2018 until 2021, non-employee ~~these~~directors ~~consolidated~~received ~~financial~~$10,000 ~~statements~~in restricted stock units (“RSUs”) which vest on the day immediately preceding the next following Annual Meeting of Stockholders. The Board granted no RSUs in 2022. The Chairman of the Board and Chairman of the Audit Committee each receive an annual cash retainer of $5,000, payable quarterly.

~~F-6~~We also have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at Board or committee meetings or conducting Company business.

~~Rubicon~~The ~~Technology,~~following ~~Inc~~table sets forth information regarding the aggregate compensation we paid to the non-employee members of our Board of Directors for 2022.

Consolidated Statements of Stockholders’ Equity

Name	Fees earned or paid in cash ($)			Stock awards⁽¹⁾ ($)			Total ($)
Michael E. Mikolajczyk		30,000			10,000	⁽²⁾		40,000
John Eidinger		7,283	⁽³⁾		—			7,283
Darren Seirer		7,283	⁽³⁾		—			7.283
Susan M. Westphal		12,717	⁽⁴⁾		10,000	⁽⁵⁾		30,000
Jefferson Gramm		12,717	⁽⁴⁾		10,000	⁽⁶⁾		30,000

	Common stock				Treasury stock									Stockholders’ equity
	Shares		Amount		Shares			Amount			Additional paid-in capital			Accum other comp loss			Accum deficit			Total stockholders’ equity
	(in thousands other than share data)
Balance at January 1, 2020		2,955,253	$	29		(253,082	)	$	(12,749	)	$	376,306		$	(1	)	$	(330,340	)	$	33,245
Stock-based compensation		-		-		-			-			168			-			-			168
Restricted stock issued		3,597		-		-			-			30									30
Common stock issued, net of shares withheld for employee taxes		12,433		-		-			-			(48	)		-			-			(48	)
Purchase of treasury stock, at cost		-		-		(295,946	)		(2,398	)		-			-			-			(2,398	)
Unrealized gain on investments, net of tax		-		-		-			-			-			1			-			1
Net loss		-		-		-			-			-			-			(1,063	)		(1,063	)
Balance at December 31, 2020		2,971,283	$	29		(549,028	)	$	(15,147	)	$	376,456					$	(331,403	)	$	29,935
Stock-based compensation		-		-		-			-			371			-			-			371
Common stock issued, net of shares withheld for employee taxes		24,397		-		-			-			(187	)		-			-			(187	)
Unrealized loss on investments, net of tax		-		-		-			-			-			(1	)		-			(1	)
Net loss		-		-		-			-			-			-			(730	)		(730	)
Balance at December 31, 2021		2,995,680	$	29		(549,028	)	$	(15,147	)	$	376,640		$	(1	)	$	(332,133	)	$	29,388

(1)	Amounts reflect the grant date fair value of the restricted stock units granted at the 2021 Annual Meeting (the “2021 RSUs”).

~~The accompanying notes are an integral part of these consolidated financial statements.~~33

~~F-7~~(2) During the three months ended June 30, 2022, the 2021 RSUs were automatically converted and Mr. Mikolajczyk was issued 1,010 shares of restricted stock.

~~Rubicon~~(3) ~~Technology~~The Company has accrued $7,283 ~~Inc~~for each of Messrs. Eidinger and Seirer, which represents the pro rata share of the annual fee for the portion of the year each member served. Both directors have not determined whether they will take payment for their services.

~~Consolidated~~(4) ~~Statements~~Amount represents the pro rata share of ~~Cash~~the ~~Flows~~annual fee for the portion of the year each member served.

	Year Ended
	December 31,
	2021			2020
	(in thousands)
Cash flows from operating activities
Loss from continuing operations	$	(459	)	$	(723	)
Adjustments to reconcile net loss from continuing operations to net cash used in continuing operations
Depreciation and amortization		140			152
Net gain on sale or disposal of assets and subsidiary		(613	)		(2,084	)
Realized loss on equity investments		-			1,824
Stock-based compensation		371			199
Changes in operating assets and liabilities:
Accounts receivable		(236	)		257
Inventories		356			630
Other inventory supplies		6			-
Prepaid expenses and other assets		108			199
Accounts payable		19			(258	)
Accrued payroll		215			159
Corporate income and franchise taxes		19			10
Accrued real estate taxes		7			(43	)
Advance payments		(16	)		2
Accrued and other current liabilities		22			(143	)
Net cash provided by (used in) operating activities from continuing operations		(61	)		181
Cash flows from discontinued operations		(262	)		116
Cash flows from investing activities
Purchases of assets		-			(2	)
Proceeds from sale or disposal of assets		643			4,909
Proceeds from sale or disposal of subsidiary		-			744
Purchase of investments		(6	)		(2,782	)
Proceeds from sale of investments		3			1,667
Net cash provided by investing activities		640			4,536
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards		(187	)		(48	)
Purchases of treasury stock		-			(2,399	)
Net cash used in financing activities		(187	)		(2,447	)
Net effect of currency translation		-			(136	)
Net increase in cash and cash equivalents		130			2,250
Cash and cash equivalents, beginning of year		11,130			8,880
Cash and cash equivalents, end of year	$	11,260		$	11,130
Supplemental disclosure of cash flow - none

(5)	During the three months ended June 30, 2022, the 2021 RSUs were automatically converted and Ms. Westphal was issued 1,010 shares of restricted stock.

~~The~~(6) ~~accompanying~~During ~~notes~~the ~~are~~three anmonths ~~integral~~ended ~~part~~June ~~of these~~30, ~~consolidated~~2022, ~~financial~~the ~~statements~~2021 RSUs were automatically converted and Mr. Gramm was issued 1,010 shares of restricted stock.

~~F-8~~Summary Compensation Table

~~Rubicon~~The ~~Technology~~table below sets forth, the ~~Inc~~compensation earned by Timothy E. Brog, the President, Chief Executive Officer and Acting Chief Financial Officer, and Kevin T. Lusardi our former Chief Financial Officer, during fiscal 2022 and fiscal 2021. Such persons are referred to in this Report on Form 10-K as our “named executive officers.” Mr. Lusardi was the Company’s Chief Financial Officer from March 2021 to April 2021.

Notes to Consolidated Financial Statements

Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($)			All Other Compensation ($)		Total ($)
Timothy E. Brog		2022		332,692		350,000	⁽¹⁾		398,750	⁽²⁾		—		1,081,442
President, Chief Executive Officer & Acting Chief Financial Officer		2021		350,000		—			341,055	⁽³⁾		—		691,055

Kevin T. Lusardi⁽⁴⁾		2021		19,048		—			—			—		19,048
Former Chief Financial Officer

(1) During 2022, the Company amended Mr. ~~SUMMARY~~Brog’s OFexecutive ~~SIGNIFICANT~~employment ~~ACCOUNTING~~agreement, ~~POLICIES~~ whereby Mr. Brog was paid $350,000 to reward him for his assistance in the closing of the Stock Purchase and Sale Agreement between Rubicon Technology, Inc. and Janel Corporation. As part of that same amendment, Mr. Brog waived his rights to severance under his original employment agreement.

~~Description~~(2) ofDuring ~~business~~2022, Mr. Brog’s 25,000 RSUs vested at a price of $15.95.

~~Rubicon~~(3) ~~Technology,~~Pursuant ~~Inc~~to Mr. ~~(“Rubicon”~~ orBrog’s employment agreement, he was eligible for a bonus based upon certain objectives set forth by the ~~“Company”)~~Compensation ~~currently~~Committee ~~consists~~and ofagreed ~~one~~to ~~operating~~by ~~subsidiary,~~him ~~Rubicon~~and ~~Technology~~a ~~Worldwide~~discretionary ~~LLC (“RTW”)~~bonus. InFor ~~June~~work performed in 2020 and paid in 2021, ~~the~~as ~~operations~~part of ~~Rubicon~~his ~~DTP~~objective ~~LLC~~bonus, ~~(“Direct~~Mr. ~~Dose~~Brog ~~Rx”~~was oreligible ~~DDRX”)~~to earn up to 42,067 shares of the Company’s common stock if certain goals were ~~discontinued~~achieved. The Board of Directors determined that Mr. Brog’s 2020 objectives were only partially met and as a result Mr. Brog was granted 31,550 shares of common stock in 2021 for work performed in 2020.

~~RTW~~(4) isPrior anto ~~advanced~~his ~~materials provider~~appointment ~~specializing~~as CFO in ~~monocrystalline~~March ~~sapphire~~2021, ~~for~~Mr. ~~applications~~Lusardi inserved ~~optical~~as ~~and~~a ~~industrial~~consultant ~~systems.~~to ~~RTW~~the ~~sells~~Company ~~its~~from ~~products~~December on2020 ~~a global basis~~ to ~~customers~~the indate ~~North~~of ~~America,~~such ~~Europe~~appointment and ~~Asia.~~was ~~RTW~~paid ~~maintains~~$50,346 ~~its~~for ~~operating~~his ~~facility~~services induring ~~the~~that ~~Chicago metropolitan area~~period.

InDiscussion ~~June 2021 the operations~~ of ~~Direct~~Summary ~~Dose~~Compensation Rx were discontinued. The costs associated with such closure were not material. Direct Dose Rx was a specialized pharmacy that provided prescription medications, over-the-counter drugs and vitamins to patients being discharged from skilled nursing facilities and hospitals and directly to retail customers who want such medications delivered to their home. The delivered products were sorted by the dose, date, and time to be taken and come in easy-to-use perforated strip-packaging as opposed to separate pill bottles. Direct Dose Rx was licensed to operate in 11 states. The services offered by Direct Dose Rx benefited patients, skilled nursing facilities and hospitals by reducing the risk of hospital readmissions.Table

~~Principles~~Our ofexecutive ~~consolidation~~compensation policies and practices for fiscal 2022 and 2021, pursuant to which the compensation set forth in the “Summary Compensation Table” table was paid or awarded, are described below.

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, Rubicon Technology Worldwide LLC, Rubicon Technology BP LLC, and Rubicon Sapphire Technology (Malaysia) SDN BHD., and the discontinued operations of Rubicon DTP LLC. In December 2020, the Company sold all of the outstanding shares of capital stock of its wholly owned subsidiary Rubicon Sapphire Technology (Malaysia) SDN BHD. In June 2021, the operations of Rubicon DTP LLC were discontinued. All intercompany transactions and balances have been eliminated in consolidation.34

ABase ~~summary of the Company’s significant accounting policies applied in the preparation of the accompanying Consolidated Financial Statements follows.~~salary

~~Cash~~Pursuant ~~and~~to ~~cash~~the ~~equivalents~~terms of his employment agreement, the annual base salary for 2022 for Mr. Brog was $350,000 until it was changed to $300,000 as part of his amended employment agreement.

~~The~~Pursuant ~~Company~~to ~~considers~~the ~~all~~terms of ~~unrestricted~~their ~~highly~~employment ~~liquid~~agreements, ~~investments~~the ~~immediately~~annual ~~available~~base tosalaries befor ~~cash~~2021 ~~equivalents~~for Mr. ~~Cash~~Brog ~~equivalents~~and ~~primarily~~Mr. ~~consist~~Lusardi ofwere ~~time deposits with banks~~$350,000 ~~unsettled trades~~ and ~~brokerage~~$170,000, ~~money market accounts~~respectively.

~~Foreign~~We ~~currency~~formally ~~translation~~evaluate executive performance on an annual basis, and ~~transactions~~these evaluations are one of the factors considered in making adjustments to base salaries.

~~The~~Incentive Company has determined that the functional currency of Rubicon Sapphire Technology (Malaysia) SDN BHD is the U.S. dollar. Rubicon Sapphire Technology (Malaysia) SDN BHD’s assets and liabilities are translated into U.S. dollars using the re-measurement method. Non-monetary assets are translated at historical exchange rates and monetary assets are translated at exchange rates existing at the respective balance sheet dates. Translation adjustments for Rubicon Sapphire Technology (Malaysia) SDN BHD are included in determining net income (loss) for the period. The results of operations are translated into U.S. dollars at the average exchange rates during the respective period. The Company records these gains and losses in other income.bonuses

~~Foreign~~The ~~currency~~primary ~~transaction~~objectives of ~~gains~~our ~~and~~incentive ~~losses~~bonus plan are ~~generated~~to ~~from~~provide ~~the~~an ~~effects~~incentive offor ~~exchange~~superior ~~rate~~work, ~~changes~~to onmotivate ~~transactions~~our ~~denominated~~executives intoward aeven ~~currency~~higher ~~other~~achievement ~~than~~and business ~~the~~results, ~~functional currency~~to oftie ~~the~~our ~~Company,~~executives’ ~~which~~goals isand ~~the~~interests ~~U.S.~~to ~~dollar.~~ours ~~Gains~~and our stockholders’ and ~~losses~~to onenable ~~foreign~~us ~~currency~~to ~~transactions~~attract ~~are~~and retain ~~generally~~highly ~~required~~qualified toindividuals. beThese ~~recognized in~~targets ~~the~~are ~~determination~~typically ofset ~~net~~in ~~income~~the ~~(loss)~~first ~~for~~three months of the ~~period~~year. The ~~Company~~targets ~~records~~under ~~these~~our ~~gains~~objective incentive bonus plan are mutually agreed upon by the independent directors and ~~losses~~each inof ~~other~~the ~~income~~executives.

~~F-9~~Objective incentive compensation

~~Investments~~In 2008, our Board of Directors adopted a policy generally to grant equity awards to executives once per year to the extent equity awards are to be granted during such year (except in the case of newly hired executives, as described below). With respect to newly hired executives, our practice is typically to make equity grants at the first meeting of the Board of Directors following such executive’s hire date. We do not have any program, plan or practice to time equity awards in coordination with the release of material non-public information.

WePursuant ~~invest~~to ~~our~~Mr. ~~available cash~~Brog’s ~~primarily~~employment ~~in U.S. Treasury securities~~agreement, ~~investment~~he ~~grade~~was ~~commercial~~eligible ~~paper, FDIC guaranteed certificates of deposit, common stock, equity-related securities and corporate notes. Investments classified as available-~~for~~-sale~~ ~~debt~~a ~~securities~~bonus ~~are~~based ~~carried~~upon atcertain ~~fair~~objectives ~~value~~set ~~with~~forth ~~unrealized gains~~by and losses recorded in accumulated other comprehensive income (loss). Investments in equity securities are reported at fair value, with both realized and unrealized gains and losses recorded in other income (expenses), in the ~~Consolidated~~Compensation ~~Statements~~Committee ~~of Operations. Investments in which the Company has the ability~~ and ~~intent,~~agreed ~~if necessary,~~ to ~~liquidate in order to support the current operations are~~ ~~classified~~by ~~as short-term~~him.

~~The~~2022 Company reviews its available-for-sale debt securities investments at the end of each quarter for other-than-temporary declines in fair value based on the specific identification method. The Company considers various factors in determining whether an impairment is other-than-temporary, including the severity and duration of the impairment, changes in underlying credit ratings, forecasted recovery, its ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. When the Company concludes that an other-than-temporary impairment has resulted, the difference between the fair value and carrying value is written off and recorded as a charge on the Consolidated Statements of Operations. As of December 31, 2021, and 2020, no impairment was recorded.Goals

~~Purchases~~The ofCompensation ~~Equity~~Committee did ~~Securities~~not byset specific goals for Mr. Brog in 2022, however, Mr. Brog was paid $350,000 to reward him for his assistance in the ~~Issuer~~closing of the Stock Purchase and Sale Agreement between Rubicon Technology, Inc. and Janel Corporation. As part of that same amendment, Mr. Brog waived his rights to severance under his original employment agreement.

In2021 ~~November 2018, the Company’s Board of Directors authorized a program to repurchase up to $3,000,000 of its common stock. In July 2020, the Company used all of the original authorized $3,000,000.~~Goals

OnIn ~~December 14~~2021, ~~2020,~~Mr. ~~Rubicon~~Brog’s ~~Board~~primary ofgoal ~~Directors~~was ~~authorized~~to anidentify ~~additional~~and ~~$3,000,000~~consummate ~~for~~an ~~the~~acquisition. ~~repurchase~~The ofCompensation ~~the~~Committee ~~Company’s~~decided ~~common~~that ~~stock~~Mr. ~~The~~Brog’s ~~timing,~~bonus ~~price~~for ~~and~~work ~~volume~~performed ofin ~~repurchases~~2021 ~~will~~would be ~~based~~solely ondiscretionary ~~market conditions, relevant securities laws~~ and ~~other~~that ~~factors.~~there ~~The~~would ~~stock repurchases may~~ be ~~made~~no ~~from time~~objective togoals ~~time, through solicited~~ or ~~unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan~~bonus. ~~The~~To ~~program may be terminated~~date, ~~suspended or modified at any time~~Mr. ~~There~~Brog ~~can~~did benot noreceive ~~assurance~~an ~~as to the number of shares~~objective ofnor ~~common~~a ~~stock~~discretionary ~~repurchased.~~bonus ~~The~~for ~~Company~~work ~~records~~performed ~~treasury~~in ~~stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock~~2021.

~~During~~Severance ~~the year ended December 31, 2020, the Company repurchased 295,946 shares at an average price of $8.10 per share. There was no share repurchase activity during the year ended December 31, 2021,~~ and ~~the~~change ~~approximate~~in ~~value~~control ~~of shares that may yet be purchased under the program remains at $3,000,000.~~arrangements

~~Accounts~~Payments ~~receivable~~upon termination are described below under “Termination of Employment or Change in Control”.

~~The~~OUTSTANDING ~~majority~~EQUITY ofAWARDS ~~the~~AT ~~Company’s accounts~~2022 ~~receivable~~FISCAL are due from defense subcontractors, industrial manufacturers, fabricators and resellers. Credit is extended based on an evaluation of the customer’s financial condition. Accounts receivable are due based on contract terms and at stated amounts due from customers, net of an allowance for doubtful accounts. Losses from credit sales are provided for in the financial statements.YEAR-END

~~Accounts~~There ~~outstanding~~were ~~longer than~~no ~~the contractual payment terms are considered past due. The Company determines its allowance by considering a number of factors, including~~outstanding ~~the~~equity ~~length~~awards ofat ~~time~~December ~~a customer’s account is past due~~31, ~~the customer’s current ability to pay and the condition of the general economy and industry as a whole~~2022. ~~The Company writes off accounts receivable when they are deemed uncollectible and such write-offs, net of payments received, are recorded as a reduction to the allowance.~~

~~F-10~~TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

~~Accounts~~Mr. ~~receivable~~Brog iswas ~~comprised~~the only employee ofto ahave ~~net~~an ~~total~~employment agreement during 2022. That agreement did include severance terms and restrictive covenants. During 2022, Mr. Brog’s employment agreement was amended, whereby he forfeited and waived his right to severance in exchange for the Company’s payment of the $~~719~~350,000 awarded to him for his assistance in the closing of the Janel transaction. On February 20, 2023, the Company entered into a Confidential Separation Agreement and General Release (the “Separation Agreement”) with Mr. Brog, in connection with Mr. Brog’s resignation from the Company as Chief Executive Officer, President and Acting Chief Financial Officer. Pursuant to the Separation Agreement, Mr. Brog was entitled to receive, among other things, a payment of $~~386~~112,000 for the ~~years~~assignment ~~ended~~to ~~December~~the ~~31,~~Company ~~2021~~by ~~and~~Mr. ~~2020~~Brog of 57,593 ~~respectively~~shares of common stock of the Company held by Mr. Brog. The ~~breakdown~~Separation Agreement also contained a general release of ~~accounts~~claims ~~receivable~~against ~~for~~the ~~continuing~~Company, ~~operations~~as ~~and~~well ~~discontinued~~as ~~operations~~certain isother ascustomary ~~follows:~~covenants, including covenants pertaining to non-disparagement and confidentiality.

	Year Ended
	December 31,
	2021			2020
Continuing Operations:
Trade receivables	$	732		$	281
Allowance for doubtful accounts		(7	)		(3	)
Discontinued Operations:
Trade receivables		6			108
Allowance for doubtful accounts		(12	)		-
Balance of accounts receivable, net	$	719		$	386

~~Inventories~~Equity Compensation Awards. The equity compensation awards granted under the 2016 Plan or 2007 Plan may become vested upon a change in control. The 2016 and 2007 Plans provide that in the event of “change in control,” as defined in the 2016 and 2007 Plans, each outstanding award will be treated as the Compensation Committee determines, including that the successor corporation or its parent or subsidiary may be required to assume or substitute an equivalent award for each outstanding award. The Compensation Committee is not required to treat all awards similarly. If there is no assumption or substitution of outstanding awards, the award recipient will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and RSUs will lapse and all performance goals or other vesting requirements for performance awards will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met. If an option or stock appreciation right is not assumed or substituted, the Compensation Committee will provide notice to the award recipient that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the Compensation Committee in its discretion, and the option or stock appreciation right will terminate upon the expiration of such period. Notwithstanding the Compensation Committee’s general discretionary authority described above, the individual award agreements may provide for the vesting of such awards upon the occurrence of a change in control. Under the 2016 and 2007 Plans, a “change in control” is deemed to occur when (i) a person becomes the beneficial owner (directly or indirectly) of at least 50% of the voting power represented by the Company’s outstanding voting securities, (ii) the Company sells or disposes of all or substantially all of its assets, (iii) the composition of the Board of Directors changes within a two-year period resulting in fewer than a majority of the directors being “incumbent directors” (as defined in the 2016 and 2007 Plans), or (iv) a merger or consolidation of the Company is consummated with any other corporation resulting in the voting securities of the Company outstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) less than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

~~Inventories~~ITEM ~~are valued at the lower of cost or net realizable value~~12. ~~Net~~SECURITY ~~realizable~~OWNERSHIP ~~value~~OF isCERTAIN ~~determined~~BENEFICIAL ~~based~~OWNERS onAND anMANAGEMENT ~~estimated~~AND ~~selling~~RELATED ~~price~~STOCKHOLDER in the ordinary course of business less reasonably predictable costs of completion and disposal. Raw materials cost is determined using the first-in, first-out method, and work-in-process and finished goods costs are determined on a standard cost basis, which includes materials, labor and overhead. The Company reduces the carrying value of its inventories for differences between the cost and the estimated net realizable value, taking into account usage, expected demand, technological obsolescence and other relevant information.MATTERS

~~The~~Securities ~~Company~~Authorized establishes inventory reserves when conditions exist that suggest inventory may be in excess of anticipated demand or is obsolete based on customer specifications. The Company evaluates the ability to realize the value of its inventory based on a combination of factors, including forecasted sales, estimated current and future market value and changes in customers’ product specifications. The Company’s method of estimating excess and obsolete inventory has remained consistent for ~~all~~Issuance ~~periods~~under ~~presented.~~Equity ~~The~~Compensation ~~excess and obsolete inventory reserve at December~~Plans 31, 2021 was $7,749,000 million compared to $7,908,000 million at December 31, 2020. For the year ended December 31, 2021, we consumed inventory that had previously been reflected as excess or obsolete and recorded a reduction in the inventory reserve of $159,000 and a reduction to cost of goods sold for the same amount. For the year ended December 31, 2020, we consumed inventory that had previously been reflected as excess or obsolete and recorded a reduction in the inventory reserve of $44,000 and a reduction to cost of goods sold for the same amount

The ~~Company~~following ~~also~~table ~~carries~~represents asecurities ~~lower~~authorized offor ~~cost~~issuance orunder, ~~market~~the ~~inventory~~Rubicon ~~reserve~~Technology ~~based on net realizable value using most recent sales prices to determine market value~~Inc. ~~As of~~2007 ~~December~~Stock ~~31,~~Incentive ~~2021 and 2020~~Plan, ~~the~~as ~~balance~~amended ofand ~~the lower of cost or market reserve was $25~~restated,~~000~~ and ~~$52,000,~~the ~~respectively, representing~~Rubicon aTechnology ~~decrease of $27,000 resulting from sales of related reserved inventory~~Inc. In2016 ~~2020~~Stock weIncentive ~~sold~~Plan ~~inventory~~as ~~that was valued at the lower~~ of ~~cost or market resulting in a reduction in both the lower of cost or market inventory reserve and cost of goods sold of $21~~December 31,~~000~~ 2022.

InEquity ~~2020~~Compensation ~~and~~Plan 2021, the Company used some of its previously written down two-inch diameter core material in production of optical and industrial sapphire wafers and did not record any additional adjustments for the years ended December 31, 2020 and December 31, 2021.Information

The Company evaluates the amount of raw material needed for future production based on expected crystal growth production needed to meet anticipated sales. The Company did not record any write-downs of its raw materials inventory for the years ended December 31, 2020 and December 31, 2021.

Plan category

Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available
for future issuances
under the equity
compensation plans
(excluding securities
reflected in column
(a))

(a)

(b)

Equity compensation plans approved by security holders⁽¹⁾

300

44.10

320,273

~~F-11~~(1) The Rubicon Technology Inc. 2007 Stock Incentive Plan was approved by stockholders before our initial public offering. The Rubicon Technology Inc. 2016 Stock Incentive Plan was approved by stockholders in June 2016.

~~Inventories are composed of the following:~~36

	As of
	December 31,
	2021		2020
	(in thousands)
Raw materials	$	468	$	468
Work-in-process		328		614
Finished goods		330		459
	$	1,126	$	1,541

Security Ownership of Certain Beneficial Owners and Management

AsUnless ofotherwise ~~December 31~~noted, ~~2021 and 2020,~~ the ~~Company~~ ~~made~~following ~~the~~table ~~determination~~sets ~~that~~forth, ~~raw~~as ~~material inventories were such that the likelihood~~ of ~~significant~~February ~~usage~~28, ~~within~~2023, the ~~current~~beneficial ~~year~~ownership ~~was~~of ~~doubtful and~~our ~~reclassified~~common ~~such~~stock ~~raw material inventories as non-current in the reported financial statements.~~by:

~~Inventories~~● ofeach ~~discontinued~~person ~~operations~~that was ~~approximately $0~~a ~~and~~beneficial ~~$59,000~~owner atof ~~years~~5% ~~ended~~of ~~December~~more ~~31,~~of ~~2021~~our ~~and~~outstanding ~~2020,~~shares ~~respectively.~~of common stock;

~~Other~~● ~~inventory~~each ~~supplies~~of our named executive officers;

~~The~~● ~~Company’s~~each ~~other inventory supplies include stock~~ of ~~consumable~~our ~~assets~~directors, ~~and~~including ~~spare parts used in~~ the ~~manufacturing~~director ~~process.~~nominees; and

~~Assets~~● ~~held~~all ~~for~~of ~~sale~~our named executive officers and directors as a group.

AnBeneficial ~~asset~~ownership is ~~considered to~~determined bein ~~held~~accordance ~~for~~with ~~sale~~the ~~when~~rules ~~all~~ of the ~~following~~SEC. ~~criteria~~These ~~are~~rules ~~met:~~generally ~~(i) management~~attribute ~~commits~~beneficial ownership of securities to apersons ~~plan~~who possess sole or shared voting power or investment power with respect to ~~sell~~such ~~the~~securities. ~~asset;~~Except ~~(ii) it~~as ~~is unlikely~~otherwise ~~that~~indicated, all of the ~~disposal~~shares ~~plan~~reflected in ~~will~~the betable ~~significantly~~are ~~modified~~shares orof ~~discontinued;~~common ~~(iii) the~~stock ~~asset~~and isall ~~available~~persons ~~for~~listed ~~immediate~~below ~~sale~~have ~~in its~~sole ~~present~~voting ~~condition;~~and ~~(iv) actions~~investment ~~required~~power towith ~~complete~~respect to the ~~sale~~shares beneficially ofowned ~~the~~by ~~asset~~them, ~~have~~subject ~~been~~to ~~initiated;~~applicable ~~(v) sale~~community property laws. Percentage of ~~the~~beneficial ~~asset~~ownership is based on 2,410,265 shares ~~probable~~of ~~and~~common ~~the~~stock ~~completed~~outstanding ~~sale~~as isof ~~expected~~February to28, ~~occur~~2023. ~~within~~Unless ~~one~~otherwise ~~year;~~indicated ~~and~~in ~~(vi)~~ the ~~asset~~footnotes isbelow, ~~actively~~the ~~being~~address ~~marketed~~ for ~~sale~~each ~~at a~~beneficial ~~price~~owner ~~that~~ is ~~reasonable~~c/o ~~given~~Rubicon ~~its~~Technology, ~~current~~Inc., ~~market~~900 ~~value~~East Green Street, Bensenville, Illinois 60106.

A long-lived asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. If the long-lived asset is newly acquired, the carrying amount of the long-lived asset is established based on its fair value less cost to sell at the acquisition date. A long-lived asset is not depreciated or amortized while it is classified as held for sale.

	Shares beneficially owned
Name of beneficial owner	Number		Percent
5% stockholders:
Bandera Master Fund L.P.⁽¹⁾		128,323		5.3	%
Janel Corporation⁽²⁾		1,108,000		46.0	%

Named Executive Officers, Directors and Nominees:
Timothy Brog		4,969		0.2	%
Darren Seirer⁽³⁾		—		0.0	%
Michael E. Mikolajczyk		31,456		1.3	%
John Eidinger⁽⁴⁾		—		0.0	%

All executive officers and directors as a group (4 persons)⁽⁵⁾		36,425		1.5	%

(1) The ~~Company~~ownership ~~entered~~information ~~into an~~set ~~agreement~~forth ~~for~~in the ~~sale~~table ofis ~~its~~based ~~Malaysian~~on ~~facility~~information contained in ~~December~~a ~~2019~~statement on Schedule 13D (the “Bandera 13D”), ~~which~~filed ~~was~~on ~~completed~~August in19, ~~June~~2022, ~~2020~~with ~~for~~the aSEC ~~net~~by ~~sale~~Bandera ~~price~~Master ofFund ~~approximately $4,800,000~~L.P. (~~based~~“Bandera”), ontogether ~~the~~with ~~exchange~~Bandera ~~rate~~Partners onLLC, ~~June~~Gregory 30Bylinsky and Jefferson Gramm, ~~2020~~Managing Partners, Managing Directors and Portfolio Managers of ~~$1=MYR4.27~~Bandera Partners (“Reporting Persons”) ~~after~~with ~~the~~respect ~~payment~~to ownership of ~~consent~~shares ~~fees,~~of ~~real~~our ~~estate~~common ~~taxes,~~stock. ~~brokerage and~~The ~~legal~~Bandera ~~fees,~~13D ~~transfer~~reflects ~~and~~that ~~other~~each ~~expenses~~of Bandera Master Fund L.P. ~~The~~and ~~Company~~Bandera ~~recorded~~Partners ahas ~~gain~~sole ondispositive ~~the~~and ~~disposal~~voting power with respect to 128,323 of the ~~Malaysian~~reported ~~facility~~shares. Bandera reports on the Bandera 13D that each of ~~approximately $1,800,000~~ Messrs. InBylinsky ~~December,~~and ~~2020~~Gramm as Managing Partners, ~~the~~Managing ~~Company~~Directors ~~completed~~and ~~the~~Portfolio ~~sale~~Managers of ~~all~~Bandera Partners may be deemed to have shared power to vote or dispose of the ~~outstanding~~ shares ofowned ~~capital~~by ~~stock~~Bandera. (Bandera reports on the ~~“Capital~~Bandera ~~Shares”) of~~13D ~~its~~that ~~wholly~~no ~~owned~~person ~~subsidiary~~other ~~Rubicon~~than ~~Sapphire~~the ~~Technology~~Reporting ~~(Malaysia)~~Persons ~~SDN.~~have ~~BHD.~~the ~~The~~right ~~company~~to ~~recorded~~receive aor ~~gain~~the onpower to direct the receipts of dividends from, or the proceeds from the sale of, ~~$261~~our common stock. The principal business address of Bandera is 50 Broad Street,~~000~~ Suite 1820, New York, New York 10004.

~~F-12~~(2) The ownership information set forth in the table is based on information contained in a statement on Schedule 13D (the “Janel 13D”), filed on August 15, 2022, with the SEC by Janel, together with Oaxaca Group L.L.C. and Dominique Schulte, its then Chief Executive Officer, (“Reporting Persons”) with respect to ownership of shares of our common stock. The Janel 13D reflects that the Reporting Persons have shared dispositive and voting power with respect to 1,108,000 of the reported shares. The principal business address of Janel is 80 Eighth Avenue, New York, New York 10011.

~~Property~~(3) Mr. Seirer is the President and ~~equipment~~Chief Executive Officer of Janel Corporation, and serves as the Chairman of the Board on Janel’s Board of Directors. Excludes the shares owned by Janel, as Mr. Seirer does not have sole dispositive and voting power with respect to the Janel shares, and therefore is not a beneficial owner of those shares.

~~Property~~(4) ~~and~~Mr. ~~equipment~~Eidinger ~~consisted~~ serves as the Vice Chairman of the ~~following:~~Board on Janel’s Board of Directors. Excludes the shares owned by Janel, as Mr. Eidinger does not have sole dispositive and voting power with respect to the Janel shares, and therefore is not a beneficial owner of those shares.

	As of
	December 31,
	2021			2020
	(in thousands)
Machinery, equipment and tooling	$	3,296		$	3,343
Buildings		1,711			1,711
Information systems		819			835
Land and land improvements		594			594
Furniture and fixtures		7			8
Total cost		6,427			6,491
Accumulated depreciation and amortization		(4,126	)		(4,009	)
Property and equipment, net	$	2,301		$	2,482

(5)	Excludes the shares owned by Janel.

~~Property~~On ~~and~~March ~~equipment~~3, ~~are carried~~2023, ~~at cost and depreciated over their estimated useful lives using~~ the ~~straight-line~~Board ~~method. The cost~~ of ~~maintenance~~Directors ~~and~~appointed ~~repairs~~Dennis Paul, is50, ~~charged~~as toan ~~expense~~independent ~~as incurred~~director. ~~Significant renewals and improvements are capitalized~~Mr. ~~Depreciation~~Paul ~~expense~~has ~~associated~~no ~~with~~beneficial ~~property and~~ownership ~~equipment~~of ~~was~~Rubicon ~~$140,000 and $152,000 for the years ended December 31, 2021 and 2020, respectively~~shares.

Asset description		Life
Buildings		39 years
Machinery, equipment and tooling		3-10 years
Furniture and fixtures		7 years
Information systems		3 years

Policy and Procedures for Review, Approval or Ratification

AsWe recognize that transactions between the Company and related persons present a potential for actual or perceived conflicts of ~~December~~interest. ~~31,~~Our ~~2021~~general policies with respect to such transactions are included in our Code of Ethics which is administered by our Audit Committee. All employees and ~~2020~~members of our Board of Directors agree to be bound by the Code of Ethics. As a supplement to the Code of Ethics, the ~~property~~Audit Committee adopted a written policy setting out the procedures and ~~equipment~~standards to be followed for the identification and evaluation of “related party transactions.” For purposes of the ~~discontinued~~policy, ~~operations~~a ~~was~~related $0party ~~and~~transaction ~~less~~is ~~than~~any transaction or series of related transactions in excess of $41120,000 in which we are a party and in which a “related person” has a material interest. Related persons include our directors, ~~respectively~~director nominees, executive officers, beneficial owners of 5% or more of any class of our voting securities and members of their immediate families. The Audit Committee has determined that certain transactions are deemed to be pre-approved under this policy. These include (i) transactions with another company in which the related person’s only interest is as a director or beneficial owner of less than 10% of the equity interests in that other company and (ii) certain compensation arrangements that have either been disclosed in our public filings with the SEC or approved by our Compensation Committee.

~~Warranty~~We ~~cost~~collect information about potential related party transactions in our annual questionnaires completed by directors, executive officers and certain beneficial owners of 5% or more of any class of our voting securities. Potential related party transactions are first reviewed and assessed by our Acting Secretary to consider the materiality of the transactions and then reported to the Audit Committee. If a related party transaction is identified during the year, it is reported promptly to the Audit Committee. The Audit Committee reviews and considers all relevant information available to it about each related party transaction. A related party transaction is approved or ratified only if the Audit Committee determines that it is in, or is not inconsistent with, our best interests and those of our stockholders and is in compliance with the Code of Ethics.

~~The~~Director Company’s sales terms include a warranty that its products will meet certain specifications. The Company records a current liability for the expected cost of warranty-related claims at the time of sale. The warranty reserve is included in accrued and other current liabilities on the Consolidated Balance Sheets.Independence

~~The~~Our ~~following~~Board ~~table~~of ~~presents~~Directors undertook ~~changes~~a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that Mr. Mikolajczyk is independent under the ~~Company’s~~standards ~~product~~for ~~warranty~~director ~~liability:~~independence adopted by the Board of Directors and are “independent directors” as defined under the Nasdaq rules. Based on the foregoing, our Board of Directors has concluded that a majority of our Board of Directors has been independent during 2021, as required by the Nasdaq rules.

	Year Ended
	December 31,
	2021			2020
	(in thousands)
Balance, beginning of period	$	1		$	3
Charged to cost of sales		(9	)		(20	)
Actual product warranty expenditures		9			18
Balance, end of period	$	1		$	1

On August 19, 2022, Mr. Jefferson Gramm and Ms. Susan Westphal, both of whom were independent directors, resigned from the Board the committees of the Board that they serve on. Mr. Seirer and Mr. Eidinger were appointed as their replacementds by the Board of Directors.

The Company does not provide maintenance or other services and it does not have sales that involve bill & hold arrangements, multiple elements or deliverables. However, the Company does provide product warranty for up to 90 days, for which the Company has accrued a warranty reserve of $1,000 and $1,000 for the years ended December 31, 2021 and 2020, respectively.38

F-On October 14, 2022, the Company received notifications from Nasdaq that it was no longer in compliance with various Nasdaq independent director requirements set forth in Listing Rule 5605. This rule requires, among other things, that (i) the Board of Directors be composed of a majority of independent directors, (ii) the Audit Committee be composed of three independent directors, and (iii) the Compensation Committee be composed of two independent directors. The Board of Directors was composed of four directors, one of which was an employee of the Company and therefore was not independent. At that time, the Board of Directors had not yet determined whether the two newly appointed directors would be deemed to be independent under the Nasdaq Listing Rules. Subsequently, on December 13, 2022, the Company notified Nasdaq of its decision to delist its common stock from the Nasdaq Capital Market. The delisting became effective December 30, 2022.

~~Fair~~During ~~value~~December 2022, the Board began the analysis and review of ~~financial~~the ~~instruments~~independence of Mr. Seirer and Mr. Eidinger to consider whether they have a material relationship with the Company that could compromise their ability to exercise independent judgment in carrying out their responsibilities. This review has not been completed as of the date hereof. On March 10, 2023, the Board of Directors appointed Dennis Paul as an independent director, and following Mr. Paul’s appointment, there were no vacancies on the Board of Directors. As such, the Board of Directors has determined that Mr. Mikolajczyk and Mr. Paul are the only independent directors under the standards for director independence adopted by the Board of Directors and therefore cannot conclude that a majority of the Board of Directors is independent under the Nasdaq rules.

~~The~~ITEM ~~Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, and accounts payable~~14. ~~The~~PRINCIPAL ~~carrying values~~ACCOUNTANT ofFEES ~~these~~AND ~~assets and liabilities approximate their fair values due to the short-term nature of these instruments at December 31, 2021 and 2020.~~ SERVICES

~~Concentration~~The Audit Committee of ~~credit~~the Board ~~risks~~of ~~and~~Directors ~~other~~has ~~risks~~selected Marcum LLP (“Marcum”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and ~~uncertainties~~is submitting this matter to the stockholders for ratification at the Annual Meeting. Marcum has served as the Company’s independent registered public accounting firm since 2017.

~~Financial~~Neither ~~instruments~~our ~~that~~bylaws nor other ~~could~~governing ~~potentially~~documents ~~subject~~or ~~the~~law ~~Company~~require tostockholder ~~concentrations~~ratification of ~~credit~~the ~~risk~~selection ~~consist~~of ~~principally~~Marcum ofas ~~cash~~our ~~and~~independent ~~cash~~registered ~~equivalents,~~public ~~restricted~~accounting firm. ~~cash~~However, ~~short-term~~ ~~investments~~the ~~and~~Board ~~accounts~~of ~~receivable.~~Directors Asis ofsubmitting ~~December 31,~~the ~~2021,~~selection ~~the~~of ~~Company~~Marcum ~~had~~to ~~$8,100,000~~the onstockholders ~~deposit~~for atratification ~~financial~~as ~~institutions in~~a ~~excess~~matter of ~~amounts~~good ~~insured~~corporate practice. byIn the ~~FDIC.~~event ~~This~~the ~~compares~~proposal to ~~$8,000,000~~ratify asthe selection of ~~December~~Marcum 31is defeated, ~~2020.~~the ~~The~~adverse ~~Company~~vote ~~performs~~will abe ~~periodic~~considered ~~evaluation~~as a direction to the Board of ~~these~~Directors ~~institutions~~to select another independent registered public accounting firm for ~~relative~~the ~~credit~~next ~~standing~~fiscal year ending December 31, 2024. ~~The~~However, ~~Company~~because ~~has~~of ~~not~~the ~~experienced~~expense ~~any~~and ~~losses~~difficulty in ~~such~~changing ~~accounts~~independent ~~and~~registered ~~management~~public ~~believes~~accounting firms after the beginning of ita isyear, ~~not~~the ~~exposed~~Board intends to ~~any~~allow ~~significant~~the ~~risk~~appointment of ~~loss~~Marcum onfor ~~these~~the ~~balances~~fiscal year ending December 31, 2023 to stand unless the Board finds other reasons for making a change.

~~The~~Audit Company uses third parties for certain finishing functions for its products, including the slicing and polishing of its sapphire crystal inventory. These types of services are only available from a limited number of third parties. The Company’s ability to successfully outsource these finishing functions will substantially depend on its ability to develop, maintain and expand its strategic relationship with these third parties. As a result, the Company may be unable to meet the demand for its products, which could have a material adverse impact on the Company.Fees

~~Concentration~~The aggregate fees billed by Marcum for audit services of ~~credit~~the ~~risk~~Company’s annual financial statements and review services of the Company’s quarterly financial ~~related~~statements tofor ~~revenue~~the fiscal year 2022 were $221,883. The aggregate fees billed by Marcum for audit services of the Company’s annual financial statements and ~~accounts~~assistance ~~receivable~~with isand ~~discussed~~review inof ~~Note~~SEC 4filings for the fiscal year 2021 were approximately $200,356.

~~Revenue~~Audit-Related ~~recognition~~ Fees

~~Revenues~~There ~~recognized~~were ~~include~~no audit-related ~~product~~fees ~~sales~~billed ~~and~~by ~~billings~~Marcum ~~for~~in ~~costs~~the ~~and~~fiscal ~~fees~~years ~~for~~2022 ~~government~~and ~~contracts~~2021.

~~Product~~Tax ~~Sales~~ Fees

The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts with Customers (“Topic 606”) which was adopted on January 1, 2018. The Company recognizes revenue when performance obligations under a purchase order or signed quotation are satisfied. The Company’s business practice commits the Company to manufacture and deliver product upon acceptance of a customer’s purchase order or signed quotation (“agreement”). The agreement with the customer includes specifications of the product to be delivered, price, expected ship date and payment terms. The Company’s agreements generally do not contain variable, financing, rights of return or non-cash components. There ~~are~~were no ~~up-front~~tax ~~costs~~fees tobilled by ~~develop~~Marcum ~~the production process. The performance obligation is satisfied at the point~~ in ~~time (single performance obligation) when~~ the ~~product~~fiscal isyears ~~manufactured~~2022 ~~to the customer’s specification, as performance does not create an asset with an alternative use to the Company. Accordingly, the Company recognizes revenue when the product is shipped,~~ and ~~control of the product, title and risk of loss have been transferred to the customer~~2021. The Company grants credit terms considering normal collection risk. If there is doubt about collection, full prepayment for the order is required. Any payments received prior to shipment are recorded as deferred revenue and included in Advance Payments in the Consolidated Balance Sheets.

~~The~~All ~~Company~~Other ~~does not provide maintenance or other services and we do not have sales that involve multiple elements or deliverables.~~ Fees

~~All~~There ofwere ~~the~~no ~~Company’s~~other ~~revenue~~fees billed isby ~~denominated~~ Marcum in ~~U.S.~~the ~~dollars~~fiscal years 2022 and 2021 for any other services.

~~Shipping~~Pre-Approval Policy and ~~handling costs~~ Procedures

~~The~~In ~~Company~~accordance ~~records~~with ~~costs~~the Sarbanes-Oxley Act of 2002, ~~incurred~~the inAudit ~~connection~~Committee ~~with~~is ~~shipping~~required to pre-approve all auditing services and ~~handling~~permissible ofnon-audit ~~products~~services, asincluding ~~cost~~related offees ~~goods~~and ~~sold.~~terms, to ~~Amounts~~be ~~billed~~performed for the Company by its independent registered public accounting firm subject to ~~customers~~the inde ~~connection~~minimis ~~with~~exceptions ~~these~~for non-audit ~~costs~~services ~~are~~described ~~included~~under inthe ~~revenue~~Exchange ~~and~~Act, which are ~~not~~approved ~~material~~by ~~for~~the ~~any~~Audit Committee prior to the completion of the ~~periods~~audit. ~~presented~~In inthe fiscal years 2022 and 2021, the ~~accompanying~~Audit ~~financial~~Committee ~~statements~~pre-approved all audit and non-audit services provided to the Company by its independent registered public accounting firm.

~~F-14~~39

~~Sales~~PART ~~tax~~ IV

~~The~~ITEM ~~Company~~15. ~~collects~~EXHIBITS ~~and remits~~AND ~~sales~~CONSOLIDATED ~~taxes~~FINANCIAL onSTATEMENT ~~products sold to customers and reports such amounts under the net method in its Consolidated Statements of Operations and records a liability until remitted to the respective tax authority.~~ SCHEDULES

~~Stock-based~~(a) Financial ~~compensation~~statements. The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K.

The Company requires all share-based payments to employees, including grants of employee stock options, to be measured at fair value and expensed in the Consolidated Statements of Operations over the service period (generally the vesting period) of the grant. Expense is recognized in the Consolidated Statements of Operations for these share-based payments. The Company uses Black Scholes option pricing model in order to determine the fair value of stock option grants.

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID #688)	F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-4
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021	F-5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022 and 2021	F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-8
Notes to Consolidated Financial Statements	F-9

~~Accounting~~(b) ~~for~~Exhibits. ~~uncertainty~~The exhibits filed or incorporated by reference as a part of this report are listed in ~~income~~the ~~taxes~~Index to Exhibits which appears following the signature page to this Annual Report on Form 10-K and are incorporated by reference.

~~The~~(c) ~~Company~~Financial ~~recognizes~~statement ~~the~~schedules ~~tax~~not ~~benefit~~listed ~~from~~above anhave ~~uncertain~~been ~~tax~~omitted ~~position~~because ~~only~~they ifare itinapplicable, isare ~~more likely than~~ not ~~the~~required ~~tax~~under ~~position~~applicable ~~will~~provisions beof ~~sustained~~Regulation onS-X, ~~examination~~or by the ~~taxing~~information ~~authorities,~~that ~~based~~would onotherwise ~~the~~be ~~technical~~included ~~merits~~in ofsuch ~~the~~schedules ~~position.~~is ~~The~~contained ~~tax benefits recognized~~ in the registrant’s financial statements ~~from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and/~~or ~~penalties related to income tax matters in income tax expense. There were no interest or penalties related to income taxes~~accompanying ~~that have been accrued or recognized as of and for the years ended December 31, 2021 and 2020~~notes.

~~The~~ITEM ~~Company is subject to taxation in the U~~16.~~S.,~~ ~~Malaysia~~FORM ~~and~~10-K in a U.S. state jurisdiction. Due to the existence of NOL carryforwards, tax years ended December 31, 2001 through 2006, 2008, 2009 and 2012 through 2020 are open to examination by tax authorities for Federal purposes. Due to NOL carryforwards at the State level, tax years ended 2008, 2009 and 2012 through 2020 are open to examination by state tax authorities. Tax years 2013 through 2019 are open to examination by the Malaysia Inland Revenue Board.SUMMARY

~~Income taxes~~ None.

Deferred tax assets and liabilities are provided for temporary differences between financial reporting and income tax bases of assets and liabilities, and are measured using the enacted tax rates and laws expected to be in effect when the differences will reverse. Deferred income taxes also arise from the future benefits of NOL carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Full valuation allowances on net deferred tax assets are maintained until an appropriate level of profitability that generates taxable income is deemed sustainable or until a tax strategy is developed that would enable the Company to conclude that it is more likely than not that a portion of the deferred tax assets will be realizable. Based on an evaluation in accordance with the accounting standards, as of December 31, 2021 and 2020, a valuation allowance has been recorded against the net U.S. and Malaysia deferred tax assets in order to measure only the portion of the deferred tax assets that are more likely than not to be realized based on the weight of all the available evidence.40

~~Use of estimates~~ SIGNATURES

~~The~~Pursuant ~~preparation~~to ~~of financial statements in conformity with accounting principles generally accepted in~~ the ~~United States~~ requirements of ~~America~~Section 13 ~~(“U.S.~~or ~~GAAP”~~15(d) ~~requires management~~of ~~to make estimates and assumptions that affect~~ the ~~reported~~Securities ~~amounts~~Exchange ofAct ~~assets and liabilities and disclosure~~ of ~~contingent~~1934, ~~assets and liabilities at~~ the ~~date~~registrant ofhas ~~the~~duly ~~financial~~caused ~~statements,~~this ~~and~~report ~~the~~to ~~reported~~be ~~amounts~~signed ofon ~~revenues~~its ~~and~~behalf by ~~expenses during~~ the ~~reporting~~undersigned, ~~period. Actual~~thereunto ~~results~~duly ~~could~~authorized ~~differ~~on ~~from~~March ~~those~~30, ~~estimates and those differences could be material~~2023.

~~Other~~Rubicon ~~comprehensive~~Technology, ~~loss~~Inc. By /s/ Joseph Ferrara Joseph Ferrara Executive Officer and Chief Financial Officer (Principal Executive, Financial, and Accounting Officer)

~~Comprehensive~~KNOWN ~~loss~~BY isALL ~~defined~~MEN BY THESE asPRESENTS, ~~the~~that ~~change~~each person whose signature appears below constitutes and appoints Joseph Ferrara, jointly and severally, his or her attorney-in-fact, with ~~equity~~the power of asubstitution, ~~business~~for ~~enterprise~~him ~~from~~or ~~transactions~~her in any and ~~other~~all ~~events~~capacities, ~~from~~to ~~non-owner~~sign ~~sources.~~any ~~Comprehensive~~amendments ~~loss~~to ~~includes~~this Annual Report on Form 10-K and ~~net~~to ~~loss~~file the same, with exhibits thereto and other ~~non-owner~~documents ~~changes~~ in ~~equity~~connection ~~that~~therewith, ~~bypass~~with the ~~statement~~Securities ofand ~~operations~~Exchange Commission, hereby ratifying and ~~are~~confirming ~~reported~~all that each of said attorneys-in-fact, aor ~~separate~~his ~~component~~or ofher ~~equity~~substitute or substitutes, may do or cause to be done by virtue hereof.

~~F-15~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 30, 2023.

~~Net~~Signature ~~income~~Title /s/ Joseph Ferrara Executive Officer and Chief Financial Officer Joseph Ferrara (~~loss~~Principal Executive, Financial, and Accounting Officer) ~~per~~/s/ ~~common~~Michael ~~share~~E. Mikolajczyk Chairman of the Board of Directors Michael E. Mikolajczyk /s/ Darren Seirer Director Darren Seirer /s/ John Eidinger Director John Eidinger /s/ Dennis Paul Director Dennis Paul

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of diluted common shares outstanding during the period. Diluted shares outstanding are calculated by adding to the weighted-average shares (a) any outstanding stock options based on the treasury stock method and (b) restricted stock units (“RSU”).41

~~Diluted~~EXHIBIT net loss per common share was the same as basic net loss per common share for the years ended December 31, 2021 and December 31, 2020, because the effects of potentially dilutive securities were anti-dilutive.INDEX

~~New~~The ~~accounting~~Exhibits ~~pronouncements~~listed ~~adopted~~ below are filed or incorporated by reference as part of this Annual Report on Form 10-K.

The Company has evaluated recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact the Company’s consolidated financial statements and related disclosures.

Exhibit No.	Description	Incorporation by Reference

2.1	Stock Purchase and Sale Agreement, dated as of July 1, 2022, between Janel Corporation and Rubicon Technology, Inc.	Filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K, filed on July 5, 2022 (File No. 1-38834)

3.1	Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Exhibit 3.1 to the registrant’s Registration Statement on Form S-1/A, filed on November 1, 2007 (File No. 333-145880)

3.2	Amendment No. 1 to Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2011 (File No. 1-33834)

3.3	Amendment No. 2 to Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed on May 4, 2017 (File No. 1-33834)

3.4	Second Amended and Restated Bylaws of Rubicon Technology, Inc.	Filed as Exhibit 3.3 to the registrant’s Quarterly Report on Form 10-Q, filed on May 10, 2016 (File No. 1-33834)

3.5	Certificate of Designations of Series A Junior Participating Preferred Stock of Rubicon Technology, Inc. filed with the Secretary of State of Delaware on December 18, 2017.	Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed on December 18, 2017 (File No. 1-33834)

3.6	Amendment No. 3 to Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc.	Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed on May 15, 2018 (File No. 1-33834)

3.7	Third Amended and Restated Bylaws of Rubicon Technology, Inc.	Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed on February 24, 2023 (File No. 1-33834)

4.1	Specimen Common Stock Certificate	Filed as Exhibit 4.1 to the registrant’s Registration Statement on Form S-1/A, filed on November 13, 2007 (File No. 333-145880)

4.2	Description of Capital Stock	Incorporated by reference to Item 1 of the registrant’s Registration Statement on Form 8-A, filed on November 13,2007 (File No. 1-33834)

4.3	Description of Preferred Stock Purchase Rights	Incorporated by reference to Item 1 of the registrant’s Registration Statement on Form 8-A, filed on December 18, 2017 (File No. 1-33834), as amended by Amendment No. 1 to the Registration Statement on Form 8-A filed on December 22, 2020 (File No. 1-33834) and Amendment No. 2 to the Registration Statement on Form 8-A filed on July 11, 2022 (File No. 1-33834)

4.4	Rights Agreement dated as of December 18, 2017, between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC, which includes the Form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.	Filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K, filed on December 18, 2017 (File No. 1-33834)

4.5	Amendment No. 1 to the Rights Agreement, dated as of December 18, 2020, between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC	Filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K, filed on December 18, 2020 (File No. 1-33834)

~~2. SEGMENT INFORMATION~~ 42

Revenue is attributed by geographic region based on ship-to location of the Company’s customers. The following table summarizes revenue by geographic region:

10.1*	Rubicon Technology, Inc. 2007 Stock Incentive Plan, as amended and restated, effective March 23, 2011	Filed as Exhibit 10.2 to the registrant’s Annual Report on Form 10-K, filed on March 13, 2014 (File No. 1-33834)

10.2*	Rubicon Technology, Inc. 2016 Stock Incentive Plan	Filed as Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A, filed on May 18, 2016 (File No. 1-33834)

10.3(a)*	Form of Notice of Stock Option Grant and Stock Option Agreement pursuant to Rubicon Technology, Inc. 2016 Stock Incentive Plan	Filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2016 (File No. 1-33834)

10.3(b)*	Form of Non-Employee Director Restricted Stock Agreement pursuant to Rubicon Technology, Inc. 2016 Stock Incentive Plan	Filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2016 (File No. 1-33834)

10.3(c)*	Form of Restricted Stock Unit Agreement pursuant to Rubicon Technology, Inc. 2016 Stock Incentive Plan (with time-based vesting)	Filed as Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2016 (File No. 1-33834)

10.4*	Form of Indemnification Agreement for Directors and Executive Officers	Filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q, filed on May 8, 2015 (File No. 1-33834)

10.5*	Executive Employment Agreement by and between Rubicon Technology, Inc. and Timothy E. Brog, dated as of March 1, 2017	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on March 16, 2017 (File No. 1-33834)

10.6*	Amended and Restated Executive Employment Agreement by and between Rubicon Technology, Inc. and Timothy E. Brog, dated as of May 12, 2017	Filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q, filed on May 12, 2017 (File No. 1-33834)

10.7	Stockholder’s Agreement dated as of November 16, 2017, by and among Rubicon Technology, Inc. and Bandera Partners LLC, Bandera Master Fund L.P., Gregory Bylinsky and Jefferson Gramm	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on November 16, 2017 (File No. 1-33834)

10.8	Asset Purchase Agreement, dated as of May 17, 2019, by and among Wellfount, Corporation, Rubicon DTP LLC and Rubicon Technology, Inc.	Filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q, filed on August 14, 2019 (File No. 1-33834)

10.9	Sale and Purchase Agreement, dated as of December 19, 2019, by and among Rubicon Sapphire Technology (Malaysia) SDN. BHD., Rubicon Technology, Inc. and Computime (Malaysia) SDN. BHD	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No. 1-33834)

10.10	Share Sale Agreement, dated December 9, 2020 between Rubicon Technology, Inc. and Kang Lan Hiang	Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on December 9, 2020 (File No. 1-33834)

	Year Ended
	December 31,
	2021		2020
	(in thousands)
North America	$	3,671	$	3,189
Asia		349		405
Other		41		22
Total revenue	$	4,061	$	3,616

The following table summarizes sales by product type:

10.11*	Executive Employment Agreement by and between Rubicon Technology, Inc. and Kevin T. Lusardi, dated as of March 17, 2021	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on March 22, 2021 (File No. 1-33834)

10.12	Real Estate Sales Contract, dated as of February 7, 2022, between Rubicon Technology, Inc. and Capitol Trucking, Inc., a Texas corporation for the purchase of that parcel of real property commonly known as Fox Valley Business Park, Lot 101, Batavia, Illinois, 60510.	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on February 9, 2022 (File No. 1-33834)

10.13	Amendment No. 2 to Section 382 Rights Agreement, dated as of July 1, 2022, by and between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC.	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on July 5, 2022 (File No. 1-33834)

10.14*	Form of First Amendment to Executive Employment Agreement, by and between Rubicon Technology, Inc. and Timothy E. Brog.	Filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K, filed on July 5, 2022 (File No. 1-33834)

10.15	Business Loan Agreement, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on August 19, 2022 (File No. 1-33834)

10.16	Promissory Note, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust	Filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K, filed on August 19, 2022 (File No. 1-33834)

10.17	Commercial Guaranty, dated August 15, 2022, between Rubicon Worldwide LLC and American Community Bank & Trust	Filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K, filed on August 19, 2022 (File No. 1-33834)

10.18	Commercial Guaranty, dated August 15, 2022, between Rubicon Technology, Inc. and American Community Bank & Trust	Filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K, filed on August 19, 2022 (File No. 1-33834)

10.19	Mortgage, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust	Filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K, filed on August 19, 2022 (File No. 1-33834)

10.20	Assignment of Rents, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust	Filed as Exhibit 10.6 to the registrant’s Current Report on Form 8-K, filed on August 19, 2022 (File No. 1-33834)

10.21*	Confidential Separation Agreement and General Release, dated February 20, 2023, by and between Timothy E. Brog and Rubicon Technology, Inc.	Filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed on February 24, 2023 (File No. 1-33834)

21.1**	Subsidiaries of the Company

	Year Ended
	December 31,
	2021		2020
	(in thousands)
Optical	$	4,061	$	3,611
Core		-		5
Total revenue	$	4,061	$	3,616

All of our assets were located in the United States for the years ended December 31, 2021 and 2020.

24.1**	Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)

31.1**	Certification of Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1	Tender and Voting Agreement by and among Janel Corporation, Rubicon Technology, Inc. and Aldebaran Capital, LLC, dated July 1, 2022.	Filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K, filed on July 5, 2022 (File No. 1-33834)

99.2	Tender and Voting Agreement by and among Janel Corporation, Rubicon Technology, Inc. and Bandera Master Fund, L.P., dated July 1, 2022.	Filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K, filed on July 5, 2022 (File No. 1-33834)

99.3	Tender and Voting Agreement by and among Janel Corporation, Rubicon Technology, Inc. and Sententia Capital Management LLC, dated July 1, 2022.	Filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K, filed on July 5, 2022 (File No. 1-33834)

99.4	Tender and Voting Agreement by and among Janel Corporation, Rubicon Technology, Inc. and Poplar Point Capital Management, LLC, L.P., dated July 1, 2022.	Filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-K, filed on July 5, 2022 (File No. 1-33834)

F-16

101.INS**		Inline XBRL Instance Document.
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3. INVESTMENTS

*	Management contract or compensatory plan or arrangement of the Company.

**	Submitted electronically with this Annual Report on Form 10-K.

The Company invests available cash primarily in U.S. Treasury securities, investment grade commercial paper, FDIC guaranteed certificates of deposit, common stock, equity related securities and corporate notes. Investments classified as available-for-sale debt securities are carried at fair value with unrealized gains and losses recorded in accumulated other comprehensive income/(loss). Investments in equity securities are reported at fair value, with both realized and unrealized gains and losses recorded as unrealized gain/(loss) on investments and realized gain on investments, in other income/(expense), in the Consolidated Statements of Operations. Investments in which the Company has the ability and intent, if necessary, to liquidate are classified as short-term.45

~~The~~Rubicon ~~following table presents the amortized cost~~Technology, ~~and gross unrealized gains and losses on all securities at December 31, 2021:~~Inc.

			Gross		Gross
	Amortized		unrealized		unrealized		Fair
	cost		gains		losses		value
	(in thousands)
Short-term investments:
U.S. Treasury securities	$	14,751	$	-	$	-	$	14,751
Total short-term investments	$	14,751	$	-	$	-	$	14,751

INDEX TO FINANCIAL STATEMENTS

The following table presents the amortized cost, and gross unrealized gains and losses on all securities at December 31, 2020:

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID #688)	F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-4
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021	F-5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022 and 2021	F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-8
Notes to Consolidated Financial Statements	F-9

			Gross		Gross
	Amortized		unrealized		unrealized		Fair
	cost		gains		losses		value
	(in thousands)
Short-term investments:
U.S. Treasury securities	$	14,748	$	-	$	-	$	14,748
Total short-term investments	$	14,748	$	-	$	-	$	14,748

F-1

~~The~~REPORT ~~Company~~OF ~~values~~INDEPENDENT ~~its~~REGISTERED ~~investments at~~PUBLIC ~~fair value, defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal~~ACCOUNTING or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:FIRM

●To ~~Level~~the ~~1—Quoted~~Shareholders ~~prices~~and inBoard ~~active~~of ~~markets~~Directors ~~for identical assets or liabilities.~~of

●Rubicon ~~Level 2—Inputs other than Level 1 that are observable~~Technology, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilitiesInc.

●Opinion ~~Level~~on ~~3—Unobservable inputs that are supported by little or no market activity and that are significant to~~ the ~~fair~~Financial ~~value of the assets or liabilities.~~Statements

~~The~~We ~~Company’s~~have ~~fixed income~~audited ~~available-for-sale~~the ~~securities~~accompanying ~~consist~~consolidated balance sheets of URubicon Technology, Inc.S. ~~Treasury~~(the ~~securities,~~“Company”) ~~high-quality~~as ~~investment~~of ~~grade~~December ~~commercial~~31, ~~paper~~2022 and 2021, ~~FDIC~~the ~~guaranteed certificates~~related consolidated statements of ~~deposit~~operations, ~~common~~comprehensive ~~stock~~income (loss), stockholders’ equity ~~related~~and ~~securities~~cash ~~and~~flows ~~corporate~~for ~~notes.~~each ~~The~~of ~~Company~~the ~~values~~two ~~these~~years ~~securities~~in ~~based~~the onperiod ~~pricing~~ended December ~~from~~31, ~~pricing vendors~~2022, ~~who~~and ~~may~~the ~~use~~related ~~quoted~~notes ~~prices~~(collectively inreferred ~~active~~to ~~markets~~as ~~for~~the ~~identical~~“financial ~~assets (Level 1 inputs~~statements”). orIn ~~inputs~~our ~~other~~opinion, ~~than~~the ~~quoted~~financial ~~prices~~statements ~~that~~present ~~are~~fairly, ~~observable~~in ~~either~~all ~~directly~~material orrespects, ~~indirectly~~the ~~(Level~~consolidated 2financial ~~inputs)~~position inof ~~determining~~the ~~fair~~Company ~~value.~~as ~~The~~of ~~valuation~~December ~~techniques~~31, ~~used~~2022 toand ~~measure the~~2021, ~~fair~~and ~~value of~~ the consolidated ~~Company’s~~results ~~financial~~of ~~instruments~~its ~~having~~operations ~~Level~~and 2its ~~inputs~~cash ~~were~~flows ~~derived~~for ~~from~~each ~~non-binding~~of ~~market~~the ~~consensus~~two ~~prices that~~years ~~are~~in ~~corroborated~~the byperiod ~~observable~~ended ~~market~~December ~~data~~31, ~~quoted~~2022, ~~market~~in ~~prices~~conformity with ~~for~~accounting ~~similar~~principles ~~instruments,~~generally oraccepted ~~pricing~~in ~~models,~~the ~~such~~United asStates ~~discounted~~of ~~cash flow techniques~~America.

~~F-17~~Basis for Opinion

~~The~~These ~~following~~financial ~~table~~statements ~~summarizes~~are the responsibility of the Company’'s ~~financial~~ ~~assets~~management. ~~measured~~Our atresponsibility ~~fair~~is ~~value~~to express an opinion on the Company's financial statements based on our audits. We are a ~~recurring~~public ~~basis~~accounting asfirm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~December 31,~~the ~~2021:~~Securities and Exchange Commission and the PCAOB.

	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	3,137	$	-	$	-	$	3,137
Investments:
Available-for-sales securities—current:
U.S. Treasury securities		-		14,751		-		14,751
Total	$	3,137	$	14,751	$	-	$	17,888

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our ~~following~~audits ~~table~~included ~~summarizes~~performing ~~the~~procedures ~~Company’s~~to assess the risks of material misstatement of the financial ~~assets~~statements, ~~measured~~whether atdue ~~fair~~to ~~value~~error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a ~~recurring~~test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of ~~December 31,~~the ~~2020:~~financial statements. We believe that our audits provide a reasonable basis for our opinion.

	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	3,136	$	-	$	-	$	3,136
Investments:
Available-for-sales securities—current:
U.S. Treasury securities		-		14,748		-		14,748
Total	$	3,136	$	14,748	$	-	$	17,884

Critical Audit Matters

~~There~~The ~~are~~critical noaudit ~~terms~~matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or ~~conditions~~required to be communicated to the ~~restricting~~audit committee and that: (1) relate to accounts or disclosures that are material to the ~~Company~~financial ~~from~~statements ~~redeeming~~and ~~any~~(2) involved our especially challenging, subjective, or complex judgments. The communication of ~~its~~critical ~~investments~~audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

In addition to the debt securities noted above, the Company had approximately $8,100,000 and $8,000,000 of time deposits included in cash and cash equivalents as of December 31, 2021 and 2020, respectively.F-2

4We identified the valuation and presentation of inventory as a critical audit matter. ~~DISCONTINUED~~The ~~OPERATIONS:~~Company ~~Closure~~establishes inventory reserves when conditions exist to suggest inventory may be in excess of ~~Direct~~anticipated ~~Dose~~demand Rxor is obsolete based on customer specifications. The Company’s management evaluates the ability to realize the net carrying value of its inventory based on a combination of factors, including forecasted sales, estimated current market value and changes in customers’ product specifications. Additionally, the Company reduces the carrying values of its inventories for differences between the cost and the estimated net realizable value, which is determined based on an estimated selling price less estimated costs of completion and disposal. Based on the likelihood of expected consumption within the next operating cycle, generally 12 months, management makes a determination on the appropriate presentation of inventory as a current or non-current asset in the financial statements. These were the principal considerations in our determination that this was a critical audit matter.

OnThe ~~June~~primary ~~24,~~procedures ~~2021,~~we ~~the~~performed ~~Company’s~~to ~~Board~~ address ofthis ~~Directors~~critical ~~decided~~audit ~~effective~~matter ~~immediately,~~included: to(a) ~~close~~obtaining ~~its~~management’s ~~pharmacy~~sales ~~operations~~forecast, ~~dba~~accompanying ~~Direct~~commentary ~~Dose~~regarding ~~Rx.~~the ~~Immediately thereafter~~forecast, ~~Direct Dose Rx~~ ~~began~~and ~~transitioning~~relevant ~~its~~supporting ~~customers~~documentation; to(b) ~~other~~obtaining ~~providers~~an ~~and~~understanding ~~began~~of ~~the~~management’s process offor ~~closing~~determining ~~its~~the ~~operations.~~carrying ~~Direct~~value at ~~Dose~~the ~~was~~lower ~~launched~~of ascost aor ~~start-up pharmacy~~estimated ~~primarily~~net torealizable ~~deliver~~value ~~medications~~of inventory, and ~~vitamins~~testing tothat ~~patients~~process ~~being~~by ~~discharged~~recalculating ~~from~~their ~~skilled~~estimates, ~~nursing~~independently verifying ~~facilities.~~the ~~The~~data ~~Company~~used ~~does not~~to ~~believe~~develop ~~that~~those ~~the~~estimates, ~~costs~~and ~~associated~~obtaining ~~with~~supporting ~~such~~documents; ~~closure~~(c) ~~will~~evaluating bemanagement’s ~~material.~~determination of ~~Based~~the onexpected ~~the~~usage ~~Company’s~~within ~~review~~one ~~and~~year ~~analysis~~from ofDecember ~~ASC~~31, ~~205-20 Presentation~~2022; ofand ~~Discontinued~~(d) ~~Operations~~performing ita ~~concluded~~retrospective toreview ~~present~~of ~~the~~management’s ~~discontinued~~estimates from ~~operations~~the ~~separately~~prior period.

	Year Ended
	December 31,
	2021			2020
	(in thousands)
Revenues (discontinued operations)	$	370		$	851
Operating Expense (discontinued operations)		641			1,191
Loss from operations of discontinued operations, net of taxes	$	(271	)	$	(340	)

/s/ Marcum llp

~~F-18~~Marcum llp

5.We ~~SIGNIFICANT~~have ~~CUSTOMERS~~served as the Company’s auditor since 2017.

~~For~~New ~~the year ended December 31~~York, ~~2021,~~ the Company had three customers that accounted for approximately 22%, 12%, and 12% of its revenue from continuing operations. For the year ended December 31, 2020, the Company had four customers that accounted for approximately 21%, 13%, 11%, and 10% of its revenue from continuing operations.NY

~~Customers~~March ~~individually representing more than 10% of trade receivables accounted for approximately 80% and 44% of accounts receivable as of December 31~~30, ~~2021 and 2020, respectively.~~ 2023

~~6. ASSETS HELD FOR SALE AND LONG~~F-~~LIVED ASSETS~~ 3

~~When~~Rubicon ~~circumstances~~Technology, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value using estimates of the undiscounted cash flows (excluding interest charges) from the expected future operations of the assetInc. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. The estimated fair value of assets is determined using appraisal techniques which assume the highest and best use of the asset by market participants, considering the use of the asset that is physically possible, legally permissible, and financially feasible at the measurement date. Any impairment losses are recorded as operating expenses, which reduce net income.

InConsolidated ~~connection~~Balance with the Company’s decision in 2016 to limit its focus to the optical and industrial sapphire markets and exit the LED market, the Company developed a plan to close its Malaysia facility, scale down and consolidate remaining operations in the U.S. and sell additional assets that would not be needed. The Company evaluated its U.S. and Malaysia asset portfolios to identify assets needed for its current business strategy and excess assets that were no longer needed. The Company determined it had excess machinery, equipment and facilities. Excess U.S. and Malaysia assets were evaluated based on assuming an orderly liquidation plan, which considers economic obsolescence and sales of comparable equipment, as it is the Company’s intention to sell these assets. Additionally, the Company evaluated its U.S. assets continuing to be used in operations using a cost and market approach to determine the current fair value.Sheets

In the year ended December 31, 2019, we completed the sale of the remaining excess equipment located in Malaysia for total consideration of $490,000. Such equipment had a total net book value of $188,000, thereby resulting in a gain on disposal of $302,000.

	As of
	December 31,
	2022			2021
	(in thousands, other
	than share data)
Assets
Cash and cash equivalents	$	1,590		$	11,260
Restricted cash		120			—
Short-term investments		—			14,751
Accounts receivable, net		671			719
Inventories, net		325			658
Other inventory supplies		124			133
Prepaid expenses and other current assets		47			167
Assets held for sale		—			529
Total current assets		2,877			28,217
Grants receivable		250			—
Inventories, non-current, net		650			468
Property and equipment, net		2,182			2,301
Total assets	$	5,959		$	30,986
Liabilities and stockholders’ equity
Accounts payable	$	438		$	545
Accrued payroll		128			426
Accrued and other current liabilities		223			220
Corporate income and franchise taxes		304			327
Accrued real estate taxes		67			78
Advance payments		4			2
Current portion of long term debt, net of unamortized finance costs		25			—
Total current liabilities		1,189			1,598
Long term debt, net of current portion and unamortized finance costs		1,566			—
Total liabilities		2,755			1,598

Commitments and contingencies (see Note 11)
Stockholders’ equity
Preferred stock, $0.001 par value, 1,000,000 undesignated shares authorized, no shares issued or outstanding		—			—
Common stock, $0.001 par value 8,200,000 shares authorized; 3,011,917 and 2,995,680 shares issued; 2,462,889 and 2,446,652 shares outstanding		29			29
Additional paid-in capital		349,520			376,640
Treasury stock, at cost, 549,028 and 549,028 shares		(15,147	)		(15,147	)
Accumulated other comprehensive loss		—			(1	)
Accumulated deficit		(331,198	)		(332,133	)
Total stockholders’ equity		3,204			29,388
Total liabilities and stockholders’ equity	$	5,959		$	30,986

The ~~Company~~accompanying ~~entered~~notes ~~into~~ are an ~~agreement~~integral ~~for~~part ~~the sale~~ of these ~~its~~consolidated ~~Malaysian~~financial ~~facility in December 2019, which was completed in June 2020~~statements.

~~In June 2020, the Company completed the sale of its Malaysian facility for a net sale price of approximately $~~F-4,800,000 (based on the exchange rate on June 30, 2020 of $1=MYR4.27) after the payment of consent fees, real estate taxes, brokerage and legal fees, transfer and other expenses. The Company recorded a gain on the disposal of the Malaysian facility of approximately $1,800,000.

~~In December, 2020, the Company completed the sale of all of the outstanding shares of capital stock (the “Capital Shares”) of its wholly owned subsidiary~~ Rubicon ~~Sapphire~~ Technology, ~~(Malaysia) SDN~~Inc. ~~BHD. The company recorded a gain on the sale of $261,000.~~

OnConsolidated ~~February~~Statements ~~7, 2022, we entered into a real estate sale contract to sell our parcel~~ of ~~land~~Operations in Batavia, Illinois for $722,000 and expect our net proceeds, if the sale is consummated, after the payment of fees, real estate taxes, brokerage and legal fees, transfer and withholding taxes and other expenses to be approximately $600,000.

The closing of the sale of the Property is subject to certain conditions precedent. There is currently no anticipated closing date.

	Year Ended
	December 31,
	2022			2021
	(in thousands, other
	than share data)

Revenue	$	3,587		$	4,061
Cost of goods sold		2,147			2,798
Gross profit		1,440			1,263
Operating expenses:
General and administrative		2,346			2,130
Sales and marketing		136			210
Gain on sale or disposal of assets		(1,410	)		(613	)
Other gain		(217	)		—
Income (loss) from continuing operations		585			(464	)
Other income:
Interest income		105			5
Interest expense		(39	)		—
Realized gain on equity investments		18			—
Grant revenue		250			—
Total other income		334			5
Income (loss) before income taxes from continuing operations		919			(459	)
Income tax expense		—
Income (loss) from continuing operations		919			(459	)
Income (loss) from discontinued operations, net of taxes		16			(271	)
Net income (loss)	$	935		$	(730	)

Net income (loss) per common share: basic
Continuing operations	$	0.38		$	(0.19	)
Discontinued operations	$	0.01		$	(0.11	)
Net income (loss) per common share: diluted
Continuing operations	$	0.37		$	(0.19	)
Discontinued operations	$	0.01		$	(0.11	)
Weighted average common shares outstanding used in computing net income (loss) per common share
Basic		2,448,682			2,439,764
Diluted		2,455,897			2,439,764

~~F-19~~The accompanying notes are an integral part of these consolidated financial statements.

~~7. STOCKHOLDERS’ EQUITY~~ F-5

~~Common~~Rubicon ~~stock~~Technology, Inc.

AtConsolidated ~~the~~Statements ~~Company’s annual meeting~~ of ~~stockholders~~Comprehensive ~~held on May 3, 2017, the Company’s stockholders approved amendments to the Company’s Eighth Amended~~Income ~~and Restated Certificate of Incorporation~~ (~~as amended, the “Certificate of Incorporation”~~Loss) to (i) effect a reverse stock split of the Company’s common stock; and (ii) decrease the Company’s authorized number of shares of common stock to three times the number of shares of the Company’s common stock outstanding immediately following the reverse stock split. On May 3, 2017, following the annual meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to (a) implement the reverse stock split at a ratio of 1-for-10; and (b) to reduce the number of authorized shares of common stock from 40,000,000 to 8,200,000, consequently reducing the number of total authorized shares from 45,000,000 to 13,200,000. With the completion of the reverse stock split, the Company’s shares began trading above the required $1.00 per share closing bid price, as required by the Listing Qualifications Department of NASDAQ. The share information has been retroactively reflected for the effects of this reverse stock split for all periods presented.

Preferred stock

	Year Ended
	December 31,
	2022		2021
	(in thousands)

Income (loss) from continuing operations	$	919	$	(459	)
Income (loss) from discontinued operations		16		(271	)
Net income (loss)		935		(730	)
Other comprehensive income:
Unrealized gain (loss) on investments, net of taxes		1		(1	)
Other comprehensive gain (loss)		1		(1	)
Comprehensive income (loss)	$	936	$	(731	)

AtThe ~~the~~accompanying ~~Company’s~~notes ~~annual meeting~~are ~~of stockholders held on May 10, 2018, the Company’s stockholders approved~~ an ~~amendment~~integral topart ~~the Certificate~~ of ~~Incorporation~~ tothese ~~decrease~~consolidated ~~the~~financial ~~Company’s authorized number of shares of preferred stock from 5,000,000 shares to 1,000,000 shares~~statements. The Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to decrease the authorized number of preferred shares, consequently reducing the number of total authorized shares from 13,200,000 to 9,200,000.

~~Common shares reserved~~F-6

As of December 31, 2021, the Company had reserved 32,080 shares of common stock for issuance upon the exercise of outstanding common stock options and vesting of RSUs. Also, 304,731 shares of the Company’s common stock were reserved for future grants of stock options and RSUs (or other similar equity instruments) under the Rubicon Technology, Inc. ~~2016 Stock Incentive Plan (the “2016 Plan”) as of December 31, 2021.~~

8.Consolidated ~~STOCKHOLDER~~Statements ~~RIGHTS~~of ~~AGREEMENT~~Stockholders’ Equity

On December 18, 2017, the Company entered into a Section 382 Rights Agreement with American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”) in an effort to protect stockholder value by attempting to diminish the risk that the Company’s ability to use its net NOLs to reduce potential future federal income tax obligations may become substantially limited. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”). The Rights Agreement is intended to act as a deterrent to any person acquiring beneficial ownership of 4.9% or more of the Company’s outstanding common stock without the approval of the Company’s Board of Directors (the “Board”).

	Common stock				Treasury stock									Stockholders’ equity
	Shares		Amount		Shares			Amount			Additional paid-in capital			Accum other comp loss			Accum deficit			Total stockholders’ equity
	(in thousands other than share data)
Balance at January 1, 2021		2,971,283	$	29		(549,028	)	$	(15,147	)	$	376,456		$	—		$	(331,403	)	$	29,935
Stock-based compensation		—		—		—			—			371			—			—			371
Common stock issued, net of shares withheld for employee taxes		24,397		—		—			—			(187	)		—			—			(187	)
Unrealized loss on investments, net of tax		—		—		—			—			—			(1	)		—			(1	)
Net loss		—		—		—			—			—			—			(730	)		(730	)

Balance at December 31, 2021		2,995,680	$	29		(549,028	)	$	(15,147	)	$	376,640			(1	)	$	(332,133	)	$	29,388
Stock-based compensation		—		—		—			—			182			—			—			182
Restricted stock issued, net of shares withheld for employee taxes		15,338		—		—			—			(203	)		—			—			(203	)
Common stock issued, net of shares withheld for employee taxes		899		—		—			—			(7	)		—			—			(7	)
Return of shareholder capital		—		—		—			—			(27,092	)		—			—			(27,092	)
Unrealized gain on investments, net of tax		—		—		—			—			—			1			—			1
Net income		—		—		—			—			—			—			935			935
Balance at December 31, 2022		3,011,917	$	29		(549,028	)	$	(15,147	)	$	349,520		$	—		$	(331,198	)	$	3,204

The ~~Board~~accompanying ~~authorized~~notes ~~the issuance~~are ofan ~~one~~integral ~~Right~~part ~~for each outstanding share~~ of ~~common stock, par value $0.001 per share, of the Company, payable to stockholders~~ ofthese ~~record~~consolidated ~~date~~financial ~~of the close of business on January 2, 2018~~statements. One Right will also be issued together with each share of the Company’s common stock issued after January 2, 2018 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights Agreement, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”) for a purchase price of $40.00. If issued, each one-thousandth of a share of Series A Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. However, prior to exercise, a Right does not give its holder any rights as a stockholder of the Company, including, without limitation, any dividend, voting or liquidation rights.

F-207

~~The~~Rubicon Rights will not be exercisable until the earlier of (i) ten business days after a public announcement that a person has become an “Acquiring Person” by acquiring beneficial ownership of 4.9% or more of outstanding common stock (orTechnology, ~~in the case of a person that had beneficial ownership of 4~~Inc.9% or more of the outstanding common stock as of the close of business on December 18, 2017, by obtaining beneficial ownership of any additional shares of common stock representing 0.5% or more of the shares of common stock then outstanding (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of the common stock or pursuant to a split or subdivision of the outstanding shares of common stock) at a time such person still beneficially owns 4.9% or more of the outstanding common stock), and (ii) ten business days (or such later date as may be specified by the Board prior to such time as any person becomes an Acquiring Person) after the commencement of a tender or exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring Person (the “Distribution Date”).

~~Until~~Consolidated ~~the~~Statements ~~Distribution Date, common stock certificates or the ownership statements issued with respect to uncertificated shares~~ of ~~common~~Cash ~~stock~~Flows will evidence the Rights. Any transfer of shares of common stock prior to the Distribution Date will also constitute a transfer of the associated Rights. After the Distribution Date, separate rights certificates will be issued and the Rights may be transferred other than in connection with the transfer of the underlying shares of common stock unless and until the Board has determined to effect an exchange pursuant to the Rights Agreement (as described below).

In the event that a person becomes an Acquiring Person, each holder of a Right, other than Rights that are or, under certain circumstances, were beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right and payment of the purchase price, a number of shares of the Company’s common stock (or, in certain circumstances, cash, property or other securities of the Company) having a market value equal to two times the purchase price. However, Rights are subject to redemption and exchange at the option of the Company.

	Year Ended
	December 31,
	2022			2021
	(in thousands)
Cash flows from operating activities
Income (loss) from continuing operations	$	919		$	(459	)
Adjustments to reconcile net income (loss) from continuing operations to net cash used in continuing operations
Depreciation and amortization		120			140
Gain on sale or disposal of assets		(1,410	)		(613	)
Gain on sale of equity investments		(18	)		—
Other gain		(189	)		—
Stock-based compensation		182			371
Changes in operating assets and liabilities:
Accounts receivable		41			(236	)
Inventories		151			356
Other inventory supplies		(6	)		6
Prepaid expenses and other assets		158			108
Grants receivable		(250	)		—
Accounts payable		12			19
Accrued payroll		(298	)		215
Corporate income and franchise taxes		(22	)		19
Accrued real estate taxes		(11	)		7
Advance payments		2			(16	)
Accrued and other current liabilities		98			22
Net cash used in operating activities from continuing operations		(521	)		(61	)
Cash flows from discontinued operations		—			(262	)

Cash flows from investing activities
Proceeds from sale or disposal of assets		1,954			643
Purchase of investments		(1,055	)		(6	)
Proceeds from sale of investments		15,823			3
Net cash provided by investing activities		16,722			640
Cash flows from financing activities
Proceeds from mortgage, net of escrow funding and loan costs		1,560			—
Mortgage loan principal payments		(9	)		—
Taxes paid related to net share settlement of equity awards		(210	)		(187	)
Return of shareholder capital		(27,092	)		—
Net cash used in financing activities		(25,751	)		(187	)

Net increase (decrease) in cash, cash equivalents and restricted cash		(9,550	)		130
Cash, cash equivalents and restricted cash, beginning of year		11,260			11,130
Cash, cash equivalents and restricted cash, end of year	$	1,710		$	11,260
Supplemental disclosure of cash flow:
Cash paid for interest	$	33		$	—

InSee ~~the~~Note ~~event~~1 ~~that,~~for atcash any time following a person becoming an Acquiring Person, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation; (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and ~~the common stock is changed or exchanged; or (iii) 50% or more of the Company’s assets,~~ non-cash ~~flow~~components ~~or earning power is sold or transferred, each holder~~ of ~~a Right (except Rights which have previously been voided) shall thereafter have~~ the ~~right~~mortgage ~~to receive, upon exercise of the Right, common stock of the acquiring company having a value equal to two times the purchase price~~transaction.

AtThe ~~any~~accompanying ~~time~~notes ~~until~~are ~~the earlier of December 18, 2023, and ten calendar days following the first date of public announcement that a person has become~~ an ~~Acquiring~~integral Person or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board becomes aware of the existence of an Acquiring Person, the Board may redeem the Rights in whole, but not in part, ~~at a price~~ of ~~$0.001 per Right~~ ~~(the~~these ~~“Redemption~~consolidated ~~Price”).~~financial ~~The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish~~statements. ~~Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.~~

At any time after a person becomes an Acquiring Person, the Board may, at its option, exchange the Rights (other than Rights that have become void), in whole or in part, at an exchange ratio of one share of common stock, or a fractional share of Series A Preferred Stock (or of a share of a similar class or series of the Company’s preferred stock having similar rights, preferences and privileges) of equivalent value, per Right (subject to adjustment). Immediately upon an exchange of any Rights, the right to exercise such Rights will terminate and the only right of the holders of Rights will be to receive the number of shares of common stock (or fractional share of Series A Preferred Stock or of a share of a similar class or series of the Company’s preferred stock having similar rights, preferences and privileges) equal to the number of such Rights held by such holder multiplied by the exchange ratio.F-8

~~Each~~Rubicon ~~one one-thousandth of a share of Series A Preferred Stock~~Technology, if issued: (i) will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series), (ii) will entitle holders to preferential cumulative quarterly dividends in an amount per share of Series A Preferred Stock equal to the greater of (a) $1 or (b) 1,000 times the aggregate the dividends, if any, declared on one share of the Company’s common stock, (iii) will entitle holders upon liquidation (voluntary or otherwise) to receive $1,000 per share of Series A Preferred Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, (iv) will have the same voting power as one share of common stock, and (v) will entitle holders to a per share payment equal to the payment made on one share of the Company’s common stock, if shares of the common stock are exchanged via merger, consolidation, or a similar transactionInc. Because of the nature of the Series A Preferred Stock’s dividend, liquidation and voting rights, the value of a Unit of Series A Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of common stock.

~~F-21~~Notes to Consolidated Financial Statements

~~The~~1. ~~Rights~~SUMMARY ~~and~~OF ~~the~~SIGNIFICANT ~~Rights Agreement~~ACCOUNTING ~~will expire on the earliest of (i) December 18, 2023, (ii) the time at which the Rights are redeemed pursuant to the Rights~~POLICIES Agreement, (iii) the time at which the Rights are exchanged in full pursuant to the Rights Agreement, (iv) the date that the Board determines that the Rights Agreement is no longer necessary for the preservation of material valuable Tax Benefits, (v) the beginning of a taxable year of the Company to which the Board determines that no NOL tax benefits may be carried forward, and (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders.

~~The~~Description ~~Board may adjust the purchase price, the number~~ of ~~shares~~business of Series A Preferred Stock or other securities or assets issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including among others, a stock dividend, a stock split or a reclassification of the Series A Preferred Stock or common stock. With certain exceptions, no adjustments to the purchase price will be required until cumulative adjustments amount to at least 1% of the purchase price.

~~For~~Rubicon soTechnology, ~~long as the Rights~~Inc. ~~are~~(“Rubicon” ~~redeemable, the Board may supplement~~ or ~~amend any provision of~~ the ~~Rights~~“Company”) ~~Agreement~~currently inconsists ~~any respect without the approval~~ of ~~the~~two ~~holders of~~subsidiaries, ~~the~~Rubicon ~~Rights.~~Worldwide ~~From and after the time the Rights are no longer redeemable~~LLC, ~~the~~doing ~~Board~~business ~~may supplement or amend the Rights Agreement only~~as toRubicon ~~cure~~Technology anWorldwide ~~ambiguity~~LLC (“RTW”), toand ~~alter~~Rubicon ~~time~~Technology ~~period~~BP ~~provisions,~~LLC. toIn ~~correct~~June ~~inconsistent provisions~~2021, ~~or to make any additional changes to~~ the ~~Rights Agreement~~operations ~~which~~of ~~the~~Rubicon ~~Company~~DTP ~~may deem necessary or desirable~~LLC, doing ~~but~~business ~~only~~as toDirect ~~the~~Dose ~~extent~~Rx ~~that those changes do not impair or adversely affect any Rights holder~~ (~~other~~“Direct ~~than an Acquiring Person or any Affiliate or Associate of an Acquiring Person or certain of their transferees~~Dose”) ~~and~~ dowere ~~not result in the Rights again becoming redeemable or the Rights Agreement again becoming amendable other than in accordance with this sentence~~discontinued.

InRTW ~~connection~~is ~~with~~an ~~the~~advanced ~~adoption~~materials ofprovider ~~the~~specializing ~~Rights~~in ~~Agreement~~monocrystalline ~~and~~sapphire ~~authorization~~for ~~and~~applications ~~declaration~~in ofoptical ~~the~~and ~~dividend~~industrial ofsystems. ~~the~~RTW ~~Rights,~~sells onits ~~December~~products ~~18,~~on ~~2017,~~a ~~the Company filed the Certificate~~global ofbasis ~~Designation~~to ~~with~~customers ~~the~~in ~~Secretary~~North ofAmerica, ~~State~~Europe ofand ~~the State of Delaware~~Asia. ~~The~~RTW ~~Certificate~~maintains ofits ~~Designation~~operating ~~became~~facility ~~effective~~in onthe ~~December~~Chicago ~~18,~~metropolitan ~~2017~~area.

9In June 2021 the operations of Direct Dose Rx were discontinued. ~~STOCK~~The ~~INCENTIVE~~costs ~~PLANS~~associated with such closure were not material. Direct Dose Rx was a specialized pharmacy that provided prescription medications, over-the-counter drugs and vitamins to patients being discharged from skilled nursing facilities and hospitals and directly to retail customers who want such medications delivered to their home. The delivered products were sorted by the dose, date, and time to be taken and come in easy-to-use perforated strip-packaging as opposed to separate pill bottles. Direct Dose Rx was licensed to operate in 11 states. The services offered by Direct Dose Rx benefited patients, skilled nursing facilities and hospitals by reducing the risk of hospital readmissions.

InPrinciples ~~August 2007, the Company adopted the Rubicon Technology Inc. 2007 Stock Incentive Plan, which was amended and restated effective in March 2011 (the “2007 Plan”), and which allowed for the grant~~ of ~~incentive~~consolidation stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance awards and bonus shares. The maximum number of shares that could be awarded under the 2007 Plan was 440,769 shares. Options granted under the 2007 Plan entitle the holder to purchase shares of the Company’s common stock at the specified option exercise price, which could not be less than the fair market value of the common stock on the grant date. On June 24, 2016, the 2007 Plan terminated with the adoption of the Rubicon Technology, Inc. 2016 Stock Incentive Plan, (the “2016 Plan”). Any existing awards under the 2007 Plan remain outstanding in accordance with their current terms under the 2007 Plan. In June 2016, the Company’s stockholders approved adoption of the 2016 Plan effective as of March 17, 2016, which allows for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance awards and bonus shares. The Compensation Committee of the Board administers the 2016 Plan. The committee determines the type of award to be granted, the fair value, the number of shares covered by the award, and the time when the award vests and may be exercised.

~~Pursuant~~The toConsolidated ~~the~~Financial Statements ~~2016~~include ~~Plan, 222,980~~the ~~shares~~accounts of the Company’s ~~common~~and ~~stock~~its ~~plus any~~wholly ~~shares~~owned ~~subject~~subsidiaries, toRubicon ~~outstanding~~Worldwide ~~awards~~LLC, ~~under~~doing ~~the~~business ~~2007~~as ~~Plan~~Rubicon ~~that subsequently~~Technology ~~expire~~Worldwide ~~unexercised~~LLC, ~~are~~Rubicon ~~forfeited~~Technology ~~without~~BP ~~the delivery of shares or are settled in cash~~LLC, ~~will~~and bethe ~~available~~discontinued ~~for~~operations ~~issuance~~of ~~under~~Rubicon ~~the~~DTP ~~2016 Plan~~LLC. ~~The~~All ~~2016~~intercompany ~~Plan~~transactions ~~will~~and ~~automatically~~balances have ~~terminate~~been oneliminated ~~March 17,~~in ~~2026, unless the Company terminates it sooner~~consolidation.

~~F-22~~A summary of the Company’s significant accounting policies applied in the preparation of the accompanying Consolidated Financial Statements follows.

~~The~~Cash, ~~following~~cash ~~table~~equivalents ~~summarizes the activity of the stock incentive~~ and ~~equity~~restricted ~~plans:~~cash

	Shares available for grant			Number of options outstanding			Weighted- average option exercise price		Number of restricted stock shares issued		Number of RSUs outstanding
Outstanding at January 1, 2020		276,386			22,839		$	13.48		99,570		54,003
Granted		(24,627	)		-			-		-		7,347
Exercised/issued		-			(2,250	)		-		-		(3,597	)
Canceled/forfeited		40,596			(489	)		202.56		-		(9,000	)
Outstanding at December 31, 2020		292,355			20,100			9.71		99,570		48,753
Granted		(59,580	)		-			-		-		28,030
Exercised/issued		-			(15,000	)		6.10		-		(3,750	)
Canceled/forfeited		71,956			(1,050	)		44.10		-		(45,003	)
Outstanding at December 31, 2021		304,731			4,050		$	14.16		99,570		28,030

The Company considers all unrestricted highly liquid investments immediately available to be cash equivalents. Cash equivalents primarily consist of time deposits with banks, unsettled trades and brokerage money market accounts. As part of the Loan the lender required approximately 12 months in “payment reserves” totaling $120,000 which are restricted from use by the Company until it can meet certain debt service ratio requirements.

~~There~~Investments ~~were no option grants made during 2021.~~

AtWhen ~~December 31~~the Company invests its available cash, ~~2021~~it primarily invests in U.S. Treasury securities, ~~the~~investment ~~exercise~~grade ~~prices~~commercial paper, FDIC guaranteed certificates of ~~outstanding~~deposit, ~~options~~common ~~were~~stock, equity-related securities and corporate notes. Investments classified as ~~follows:~~available-for-sale debt securities are carried at fair value with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Investments in equity securities are reported at fair value, with both realized and unrealized gains and losses recorded in other income (expense), in the Consolidated Statements of Operations. Investments in which we have the ability and intent, if necessary, to liquidate in order to support our current operations are classified as short-term.

Exercise price	Number of options outstanding		Average remaining contractual life (years)		Number of options exercisable
$6.10 - $8.34		3,250		5.16		3,250
$44.10		800		2.94		800
		4,050		3.20		4,050

We review our available-for-sale debt securities investments at the end of each quarter for other-than-temporary declines in fair value based on the specific identification method. We consider various factors in determining whether an impairment is other-than-temporary, including the severity and duration of the impairment, changes in underlying credit ratings, forecasted recovery, our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. When we conclude that an other-than-temporary impairment has resulted, the difference between the fair value and carrying value is written off and recorded as a charge on the Consolidated Statement of Operations. As of December 31, 2022, the Company had no such investments, and no impairment was recorded as of December 31, 2021.

~~There were no options that became vested in the year ended 2021. The aggregate grant date fair value of the options that became vested in the year ended 2020 was $30,000.~~F-9

~~The~~Purchases ~~following~~of ~~table~~Equity ~~summarizes~~Securities by the ~~activity of~~Issuer ~~non-vested options:~~

	Non- vested options			Weighted- average option exercise price
Non-vested at January 1, 2020		4,866		$	6.10
Granted		-			-
Vested		(4,866	)		6.10
Cancelled		-			-
Non-vested at December 31, 2020		-			-
Granted		-			-
Vested		-			-
Cancelled		-			-
Non-vested at December 31, 2021		-		$	-

In November 2018, the Company’s Board of Directors authorized a program to repurchase up to $3,000,000 of its common stock. In July 2020, the Company used all of the original authorized $3,000,000.

~~The~~On ~~Company~~December 14, 2020, Rubicon’s Board ~~aggregate~~of ~~intrinsic~~Directors ~~value~~authorized isan ~~calculated~~additional as$3,000,000 for the ~~difference~~ ~~between~~repurchase of the ~~exercise~~Company’s ~~price~~common ofstock. On July 5, 2022 the ~~underlying~~Company announced ~~stock~~that ~~options~~it had entered into a definitive Stock Purchase and Sale Agreement (“Purchase Agreement”) with Janel Corporation (“Janel”), pursuant to which Janel would commence a cash tender offer (the ~~fair~~“Offer”) ~~value~~to purchase up to 45% of the outstanding ~~Company~~shares of Rubicon’s common stock. ~~Based~~ on ~~the~~ ~~fair~~a ~~value~~fully-diluted ofbasis ~~the~~at ~~common~~a ~~stock~~price atof ~~December 31,~~$20.00 ~~2021~~per ~~there~~share. The transaction was ~~$7,000~~subsequently consummated in August of ~~intrinsic~~2022. ~~value~~Pursuant ~~arising~~to ~~from~~the ~~4,050~~terms of the Company’s stock ~~options~~repurchase ~~exercisable~~plan, this transaction resulted in the automatic ortermination ~~outstanding~~of the plan.

~~F-23~~There was no share repurchase activity during the years ended December 31, 2022 and 2021, respectively.

~~The~~Accounts ~~Company~~receivable used historical stock prices as the basis for its volatility assumptions. The assumed risk-free rates were based on U.S. Treasury rates in effect at the time of grant with a term consistent with the expected option lives. The expected term for the year ended December 31, 2021, is based upon the Company’s median average life of its options. The forfeiture rate is based on the past history of forfeited options. The expense is being allocated using the straight-line method. For the year ended December 31, 2021, there was no recorded stock option compensation expense. As of December 31, 2021, there were no options granted, and all outstanding options awarded have been fully vested. For the year ended December 31, 2020, the Company recorded $14,000 of stock option compensation expense.

The ~~following~~majority ~~table~~of ~~summarizes~~ the ~~award~~Company’s accounts ~~vesting~~receivable are due from defense subcontractors, industrial manufacturers, fabricators and resellers. Credit is extended based on an evaluation of the customer’s financial condition. Accounts receivable are due based on contract terms and at stated amounts due from customers, net of an allowance for ~~the~~doubtful ~~RSUs~~accounts. ~~granted~~Losses from credit sales are provided for in ~~2021:~~the financial statements.

Number of RSUs	Target price
12,500	$	12.00
12,500	$	13.00

Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time a customer’s account is past due, the customer’s current ability to pay and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they are deemed uncollectible and such write-offs, net of payments received, are recorded as a reduction to the allowance.

~~The~~Accounts ~~RSUs~~receivable ~~vest~~is ~~in the amounts set forth below on the first date the~~comprised ~~15-trading~~of ~~day~~a ~~average~~net ~~closing~~total ~~price~~ of ~~the~~$671,000 ~~Company’s~~and ~~common~~$719,000 ~~stock equals or exceeds the corresponding target price~~ for the ~~common stock~~years ~~before~~ended December 2831, ~~2025.~~2022 Onand ~~the date of grant of RSUs to a key executive~~2021, ~~the~~respectively. ~~closing~~The ~~price~~breakdown of ~~the~~accounts ~~common stock was $9.20. During~~receivable ~~the~~for ~~twelve~~continuing ~~months~~operations ~~ended~~and ~~December~~discontinued ~~31,~~operations ~~2021,~~is ~~neither~~as ~~tranche vested.~~follows:

The Company used Monte Carlo simulation model valuation technique to determine the fair value of RSUs granted because the awards vest based upon achievement of market price targets. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each RSU. The Company used the following assumptions in determining the fair value of the RSUs:

	Year Ended
	December 31,
	2022			2021
	(in thousands)
Continuing Operations:
Trade receivables	$	683		$	732
Allowance for doubtful accounts		(6	)		(7	)

Discontinued Operations:
Trade receivables		6			6
Allowance for doubtful accounts		(12	)		(12	)
Balance of accounts receivable, net	$	671		$	719

	Granted
	December 2021
Daily expected stock price volatility		2.1383	%
Daily expected dividend yield		0.0	%
Average daily risk-free interest rate		0.0039	%

F-10

~~The~~Inventories daily expected stock price volatility is based on a four-year historical volatility of the Company’s common stock. The daily expected dividend yield is based on annual expected dividend payments. The average daily risk-free interest rate is based on the three-year treasury yield as of the grant date. Each of the tranches is calculated to have its own fair value and requisite service period. The fair value of each tranche is amortized over the requisite or derived service period, which is up to four years. The RSUs granted in December 2021 had a grant date fair value of $151,000. There were no grants with market price targets issued in the year ended December 31, 2021.

FInventories are valued at the lower of cost or net realizable value. Net realizable value is determined based on an estimated selling price in the ordinary course of business less reasonably predictable costs of completion and disposal. Raw materials cost is determined using the first-24in, first-out method, and work-in-process and finished goods costs are determined on a standard cost basis, which includes materials, labor and overhead. The Company reduces the carrying value of its inventories for differences between the cost and the estimated net realizable value, taking into account usage, expected demand, technological obsolescence and other relevant information.

AThe ~~summary~~Company establishes inventory reserves when conditions exist that suggest inventory may be in excess of anticipated demand or is obsolete based on customer specifications. The Company evaluates the ability to realize the value of its inventory based on a combination of factors, including forecasted sales, estimated current and future market value and changes in customers’ product specifications. The Company’s ~~RSUs~~method isof asestimating excess ~~follows:~~and obsolete inventory has remained consistent for all periods presented. The excess and obsolete inventory reserve at December 31, 2022 was $7,052,000 compared to $7,749,000 at December 31, 2021. For the year ended December 31, 2022, there was a reduction in excess or obsolete inventory of $697,000, which was attributable to consumed inventory which had previously been reserved. For the year ended December 31, 2021, there was a reduction in excess or obsolete inventory of $159,000, which was attributable to consumed inventory which had previously been reserved.

	RSUs outstanding			Weighted-average price at time of grant		Aggregate intrinsic value
Non-vested RSUs as of January 1, 2020		54,003		$	6.56
Granted		7,347			8.34
Vested		(3,597	)		8.34
Cancelled		(9,000	)		8.36
Non-vested RSUs as of December 31, 2020		48,753			6.34
Granted		28,030			9.90
Vested		(3,750	)		8.00
Cancelled		(45,003	)		7.45
Non-vested RSUs at December 31, 2021		28,030		$	7.28	$	204,062

The Company also carries a lower of cost or market inventory reserve based on net realizable value using most recent sales prices to determine market value. As of December 31, 2022 and 2021, the balance of the lower of cost or market reserve was $8,000 and $25,000, respectively, representing a decrease of $17,000 resulting from sales of related reserved inventory. In 2021 we sold inventory that was valued at the lower of cost or market resulting in a reduction in both the lower of cost or market inventory reserve and cost of goods sold of $27,000.

~~The~~In ~~fair~~2022 ~~value~~and of2021, ~~each RSU is~~ the ~~market~~Company used ~~price~~some ~~on the date~~ of ~~grant and~~its ispreviously ~~being~~written ~~recorded~~down astwo-inch ~~compensation~~diameter ~~expense~~core ~~ratably~~material ~~over~~in ~~the~~production ~~vesting~~of ~~terms~~optical orand ~~the~~industrial ~~expected~~sapphire ~~achievement~~wafers ofand ~~market price targets based~~did onnot ~~the~~record ~~Monte~~any ~~Carlo~~additional ~~simulation~~adjustments ~~model.~~for ~~For~~ the years ended December 31, ~~2021~~2022 and 2020, the Company recorded $30,000 and $38,000 of RSU expense, respectively. The RSUs are forfeited by a participant upon termination for any reason, and there is no proportionate or partial vesting in the periods between the vesting dates. As of December 31, 2021~~, there was $151,000 of unrecognized compensation cost related to the non-vested RSUs~~. ~~This cost will be recognized by the Company over a service period that was derived from the statistical valuation methods used to estimate the fair value of the RSUs at grant date.~~

~~For~~The ~~the~~Company ~~years~~evaluates ~~ended December 31,~~the ~~2021~~amount ~~and~~of ~~December~~raw ~~31,~~material ~~2020,~~needed ~~the~~for ~~Company~~future ~~recorded~~production nobased ~~compensation~~on ~~related~~expected tocrystal ~~restricted~~growth ~~stock.~~production ~~During~~needed ~~the~~to ~~year~~meet ~~ended~~anticipated ~~December~~sales. ~~31, 2020~~The ~~the~~ Company ~~awarded~~did ~~approximately~~not ~~17,000~~record ~~shares~~any towrite-downs anof ~~officer~~its ofraw materials inventory for the ~~Company~~years ~~with~~ended aDecember ~~fair~~31, ~~value~~2022 ofand ~~$146~~December 31,~~000~~ 2021.

~~10.~~Inventories ~~INCOME~~are ~~TAXES~~composed of the following:

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which, among other provisions, reduced the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The SEC issued guidance, Staff Accounting Bulletin 118, on accounting for the tax effects of the Act. The guidance allowed the Company to record provisional amounts for those impacts, with the requirement that the accounting be completed in a period not to exceed one year from the date of enactment. The Company has completed its accounting for the tax effects of enactment of the Act. The deemed inclusion from the repatriation tax increased from $3.9 million at the time of provision to $5.0 million at the time the calculation was finalized for the tax return. The increase of the inclusion related primarily to the refinement of Malaysia earnings and profits. As the Company is in a full valuation allowance position, an equal benefit adjustment was recorded for the impact of the increase of the deemed repatriation tax.

	As of
	December 31,
	2022		2021
	(in thousands)
Raw materials	$	367	$	468
Work-in-process		379		328
Finished goods		229		330
	$	975	$	1,126

~~Components~~As of ~~income~~December ~~before~~31, ~~income~~2022 ~~taxes~~and 2021, the Company made the determination that raw material inventories were such that the likelihood of significant usage within the current year was doubtful and reclassified such raw material inventories as non-current in the reported financial statements. For the year ended ~~income~~December ~~tax~~31, ~~provision~~2022, ~~are~~an additional $302,000 of current inventory was reclassified as ~~follows:~~non-current. Also, during the year ended December 31, 2022, there were sales of non-current inventory totaling $95,000.

~~Income~~There ~~(loss)~~were ~~before~~no ~~income~~inventories of ~~taxes~~discontinued operations at years ended December 31, 2022 and 2021, respectively.

	Year Ended
	December 31,
	2021			2020
	(in thousands)
U.S.	$	(730	)	$	(3,060	)
Foreign		0			2,010
Total	$	(730	)	$	(1,050	)

Other inventory supplies

~~F-25~~The Company’s other inventory supplies include stock of consumable assets and spare parts used in the manufacturing process.

~~Income~~Assets ~~taxes~~held for sale

	Year Ended
	December 31,
	2021		2020
	(in thousands)
Current
U.S.	$	0	$	0
State		0		0
Foreign		0		13
Total current income tax expense		0		13
Deferred
U.S.		0		0
State		0		0
Foreign		0		0
Total deferred income tax expense (benefit)		0		0
Total income tax expense (benefit)	$	0	$	13

An asset is considered to be held for sale when all of the following criteria are met: (i) management commits to a plan to sell the asset; (ii) it is unlikely that the disposal plan will be significantly modified or discontinued; (iii) the asset is available for immediate sale in its present condition; (iv) actions required to complete the sale of the asset have been initiated; (v) sale of the asset is probable and the completed sale is expected to occur within one year; and (vi) the asset is actively being marketed for sale at a price that is reasonable given its current market value.

~~The reconciliation of income tax computed at the federal statutory rate to income before taxes is as follows:~~F-11

	Year Ended
	December 31,
	2021			2020
U.S. federal statutory rate		(21.0	)%		(21.0	)%
State taxes net of federal benefit		(6.9	)		(18.2	)
Foreign rate differential and transactional tax		0.0			5.9
Tax credits		0.0			0.0
Valuation allowance		27.9			33.3
Other		0.0			1.0
		0.0	%		1.0	%

~~Deferred~~On ~~income~~September ~~taxes~~19, ~~reflect~~2022, the Company completed the ~~net~~sale ~~tax~~of ~~effects~~its parcel of land located in Batavia, Illinois pursuant to the ~~temporary~~terms ~~differences~~and ~~between~~conditions of the ~~carrying~~agreement ~~amount~~of sale, dated as of ~~assets~~February ~~and~~7, ~~liabilities~~2022. The selling price for ~~financial~~the ~~reporting~~property ~~purposes~~was $722,000. The Company realized net proceeds of approximately ~~and~~$600,000 after the ~~amounts~~payment ~~used~~of ~~for~~real ~~income~~estate ~~tax~~taxes, ~~purposes~~brokerage and legal fees, transfer taxes and other expenses.

~~Significant~~Grants ~~components~~receivable ofand ~~the~~grant ~~Company’s net deferred income taxes are as follows at December 31:~~revenue

	2021			2020
	(in thousands)
Deferred tax assets:
Allowance for doubtful accounts	$	5		$	1
Inventory reserves		3,033			3,096
Consumables excess reserve		162			167
Accrued liabilities		155			81
Warrant interest expense		195			195
Stock compensation expense		775			789
State net operating loss		13,358			14,476
Net operating loss carryforward		39,597			41,105
Capital loss carryforward		6,755			-
Tax credits		669			710
Depreciation		423			1,000
Valuation allowance		(65,079	)		(61,556	)
Total deferred tax assets		47			64
Deferred tax liability:
Prepaid expenses		(47	)		(64	)
Net deferred tax liability	$	0		$	0

Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and its subsequent amendments in sections 206 and 207 of the Taxpayer Certainty and Disaster Tax Relief Act of 2020, provides for a refundable payroll tax credit (Employee Retention Credit or ERC) to eligible employers with less than 500 employees who paid qualified wages after March 12, 2020, and before June 30, 2021. During the quarter ended June 30, 2022, the Company determined that although it did not meet the eligibility conditions during the period beginning March 12, 2020, and ending December 31, 2020, it did qualify to claim the ERC for the periods ending March 31, 2021, and June 30, 2021. As such, the Company recorded Grant Revenue and Grants Receivable of approximately $250,000 related to its pending ERC claim analogous to ASC Subtopic 958-605. Since the Company does not expect to receive the funds for the ERC claim for at least twelve months, the receivable has been classified as a non-current asset on its balance sheet.

~~F-26~~Property and equipment

InProperty ~~February~~and ~~2018,~~equipment ~~the FASB~~consisted ~~issued ASU No. 2018-02 (“ASU 2018-02), Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification~~ of ~~Certain Tax Effects from Accumulated Comprehensive Income. The new guidance allows companies to reclassify stranded tax effects resulting from~~ the Tax Act, from accumulated other comprehensive income to retained earnings. The guidance also requires certain new disclosures regardless of the election. Early adoption is permitted. The Company’s adoption of ASU 2018-02 did not have a material impact on its consolidated financial statements.following:

The Company adopted the guidance in ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent in the balance sheet. As a result, each jurisdiction has one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that only permits offsetting within a jurisdiction. Companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The change in accounting principle did not have an impact on the Company’s results of operations, cash flows or stockholders’ equity.

	As of
	December 31,
	2022			2021
	(in thousands)
Machinery, equipment and tooling	$	3,263		$	3,296
Buildings		1,711			1,711
Information systems		819			819
Land and land improvements		594			594
Furniture and fixtures		7			7
Total cost		6,394			6,427
Accumulated depreciation and amortization		(4,212	)		(4,126	)
Property and equipment, net	$	2,182		$	2,301

AtProperty ~~December 31, 2021, we had separate Federal, Illinois~~ and ~~Indiana~~equipment ~~NOL carryforwards of $189 million, $181 million and $655,000, respectively. The Federal~~are ~~and~~carried ~~Illinois~~at ~~NOLs~~cost ~~began to expire in 2021~~ and ~~the~~depreciated ~~Indiana~~over ~~NOL~~their ~~will~~estimated ~~begin~~useful tolives ~~expire~~using ~~in 2039. With~~ the ~~adoption of ASU 2016~~straight-09line ~~in 2017, we recorded a deferred tax asset related to $26~~method.4 ~~million~~The cost of ~~unrecorded~~maintenance ~~Federal~~ and ~~State NOLs attributable to stock option exercises.~~repairs ~~NOLs~~is ~~attributable~~charged to ~~the~~expense ~~stock option exercise were fully offset by the valuation allowance (~~as ~~described above)~~incurred. WeSignificant ~~have~~renewals ~~recorded~~and ~~an uncertain~~improvements ~~tax~~are ~~position of $2~~capitalized.6 ~~million~~Depreciation ~~that~~expense ~~further~~associated ~~reduces~~with ~~the~~property and ~~net~~equipment ~~operating~~was ~~loss~~$120,000 ~~deferred~~and ~~tax~~$140,000 ~~assets~~for ~~reported in~~ the ~~financial~~years ~~statements. In~~ended ~~addition, at~~ December 31, ~~2021,~~2022 ~~we had Federal research~~ and ~~development credits of $662~~2021,~~000,~~ ~~which will begin to expire in 2028~~respectively.

The ~~Company~~estimated ~~completed~~useful anlives ~~analysis~~are ~~of the utilization of NOLs subject to limits based upon certain ownership changes~~ as ~~of December 31, 2021. The results of this analysis indicated no ownership change limiting the utilization of net operating losses and tax credits.~~ follows:

The Company prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. At December 31, 2021 and 2020, the Company had $1.1 million of unrecogni

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