As filed with the Securities and Exchange Commission on April 13, 2023.

Registration No. 333-269391

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

Amendment No. 3

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________

T1V, INC.
(Exact name of Registrant as specified in its charter)

______________

Delaware		7370		46-2949524
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

5025 West WT Harris Boulevard, Suite A
Charlotte, NC 28269
(704) 594-1610
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

______________

Michael Feldman
President and Chief Executive Officer
T1V, Inc.
5025 West W.T. Harris Blvd, Suite A
Charlotte, NC 28269
(704) 594-1610
(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________

Copies to:

Richard I. Anslow, Esq.

Scott M. Miller, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

(212) 370-1300

Ross Carmel, Esq.

Philip Magri, Esq.

Carmel, Milazzo & Feil LLP

55 West 39th Street, 4th Floor

New York, New York 10018

(212) 658-0458

______________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☒

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion Dated April 13, 2023

T1V, INC.

3,020,000 Shares of Class A Common Stock

_______________________

This is a firm commitment underwritten initial public offering (the “Offering”) by T1V, Inc., a Delaware corporation (“T1V,” the “Company,” “we,” “us” or “our”) of 3,020,000 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”). Prior to this Offering, there has been no public market for our Class A Common Stock.

We currently expect the initial public offering price to be between $4.00 and $6.00 per share. The final offering price of the shares will be determined by us and EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters in connection with this Offering (the “Representative”), taking into consideration several factors as described between the underwriters and us at the time of pricing, including our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual public offering price for the Class A Common Stock. See “Underwriting.”

We have two classes of authorized common stock, the Class A Common Stock and Class B common stock, par value $0.001 per share (the “Class B Common Stock”). The rights of the holders of Class A Common Stock and the Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to 10 votes per share and is convertible into one share of Class A Common Stock. The outstanding shares of Class B Common Stock will represent approximately 75% of the voting power of our outstanding capital stock immediately following this Offering.

Our founder, President and Chief Executive Officer, including his affiliates, immediately following this Offering, will hold approximately 32% of the voting power of our capital stock entitled to vote. As a result, investors in this Offering may be unable to materially influence our management or affairs.

The underwriters have an option for a period of 45 days from the date of this prospectus to purchase up to a maximum of 453,000 additional shares of Class A Common Stock (equal to 15% of the shares of Class A Common Stock sold in the Offering (the “Over-Allotment Option”). The underwriters have indicated that, in the event they exercise the Over-Allotment Option, they will not purchase any of the over-allotment shares from the Company, but will purchase all of the over-allotment shares from (i) WH&W Private Market Investment Fund I, LLC (WH&W”), from shares of Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) owned by WH&W and converted into shares of Class A Common Stock prior to the closing of this Offering with respect to 50% of such shares, (ii) McKee Group Capital, LLC, (“McKee Group Capital”) from shares of Series B Preferred Stock owned by McKee Group Capital and converted into shares of Class A Common Stock prior to the closing of this Offering with respect to 14% of such shares and (iii) T1 Investment, LLC, (“T1 Investment” and collectively with McKee Group Capital and WH&W sometimes referred to hereafter as the “Selling Stockholders”) from shares of Series B Preferred Stock owned by T1 Investment and converted into shares of Class A Common Stock prior to the closing of this Offering with respect to 36% of such shares. John Stein, one of our directors, who will be resigning as a director of the Company, upon the closing of this Offering, is a co-founder of Fidelis Capital, LLC, which is the sub-advisor to WH&W. Christopher McKee, also one of our directors, who will be resigning as a director of the Company, upon the closing of this Offering, is a principal of McKee Group Capital and the manager of T1 Investment. The Selling Stockholders will receive the net proceeds from all sales of their shares of Class A Common Stock, in connection with the Over-Allotment Option, and the Company will not receive any of such net proceeds. Our allocation of all of the over-allotment shares to the sale of the Selling Stockholders’ shares of Class A Common Stock is as a result of the Selling Stockholders’ indication to us of their need for liquidity. We have obtained the approval of this allocation by the three directors of the Company, who do not have any interest in the allocation of the sale of over-allotment shares to the Selling Stockholders, thereby representing the approval of a majority of the disinterested directors in connection therewith. Please see “Selling Stockholders” on page 116 for further information on the Selling Stockholders.

Unless otherwise noted, the share and per share information in this prospectus reflects a forward stock split of the outstanding Class A Common Stock of the Company, effective as of April 4, 2023, at a ratio of 25-for-1, which was authorized and approved by our board of directors and was approved by our stockholders on February 28, 2023 (the “Split”).

Prior to this Offering, there has been no public market for our Class A Common Stock. We have applied to list our Class A Common Stock on the Nasdaq Capital Market (“Nasdaq”), under the symbol “THNK.” No assurance can be given that our application will be approved. If our Class A Common Stock is not approved for listing on Nasdaq, we will not consummate this Offering.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Summary — Implications of Being an Emerging Growth Company” and “Summary — Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus including the risks and uncertainties described under “Risk Factors” beginning on page 17.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

____________

(1) We have also agreed to reimburse the underwriters for certain of their expenses and to issue to the representative of the underwriters warrants to purchase 120,800 shares of Class A Common Stock (representing 4% of the number of shares of Class A Common Stock sold in this Offering, excluding any shares of Class A Common Stock sold pursuant to the exercise of the Over-Allotment Option) (the “Representative’s Warrants”). See “Underwriting” beginning on page 133 of this prospectus for more information about these arrangements.

As disclosed above, we and the Selling Stockholders have granted to the representative of the underwriters an option to purchase up to a maximum of 453,000 additional shares of Class A Common Stock (equal to 15% of the shares of Class A Common Stock sold in the Offering) from the Selling Stockholders at the public offering price, less the underwriting discounts and commissions payable by the Selling Stockholders to cover over-allotments, if any, for 45 days after the date of this prospectus. We will not receive any proceeds from shares of Class A Common Stock purchased by the underwriters from the Selling Stockholders in exercising their Over-Allotment Option.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the shares is expected to be made on or about , 2023.

Sole Book Running Manager

EF HUTTON

division of Benchmark Investments, LLC

The date of this prospectus is , 2023

Table of Contents

TABLE OF CONTENTS

Prospectus

		Page
PROSPECTUS SUMMARY		1
SUMMARY OF THE OFFERING		11
RISK FACTORS		17
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		46
MARKET AND INDUSTRY DATA		48
USE OF PROCEEDS		49
DIVIDEND POLICY		51
CAPITALIZATION		52
DILUTION		58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		63
BUSINESS		77
MANAGEMENT		92
EXECUTIVE COMPENSATION		100
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		109
PRINCIPAL STOCKHOLDERS		112
SELLING STOCKHOLDERS		116
DESCRIPTION OF SECURITIES		118
SHARES ELIGIBLE FOR FUTURE SALE		125
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK		129
UNDERWRITING		133
LEGAL MATTERS		141
EXPERTS		141
WHERE YOU CAN FIND MORE INFORMATION		141
INDEX TO FINANCIAL STATEMENTS		F-1

Neither we, nor any of the underwriters, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, nor any of the underwriters, take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares. Our business, financial condition, results of operations and future growth prospects may have changed since that date.

Through and including , 2023, all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside the United States: Neither we, nor any of the underwriters, have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A Common Stock and the distribution of this prospectus outside of the United States.

Table of Contents

PATENTS, TRADEMARKS AND COPYRIGHTS

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including, ThinkHub®, our corporate names, including T1V®, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and services. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

Table of Contents

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” “our Company” and “T1V” refer to T1V, Inc., a Delaware corporation. Unless otherwise indicated, references to our “common stock” include our Class A Common Stock and Class B Common Stock.

Unless otherwise indicated, the information in this prospectus assumes or reflects the occurrence or non-occurrence (as applicable) of each of the following events:

• the filing of our amended and restated certificate of incorporation, among other things, reclassifying the common stock into Class A Common Stock and Class B Common Stock, reducing from $50,000,000 to $10,000,000 the amount of gross proceeds that must be received by us in any initial public offering, including this Offering, in order to require the mandatory conversion of our preferred stock into shares of Class A Common Stock and Class B Common Stock, as applicable, and adding the right for the holders of the Series B Preferred Stock to the payment of the Series B Dividend (defined below), which has been authorized and approved by our board of directors, was approved by our stockholders on February 28, 2023, and which was filed with the Secretary of State of Delaware on February 28, 2023;

• the filing of an amendment to our amended and restated certificate of incorporation with respect to the Split and increasing the number of shares of common stock that we are authorized to issue to 150,000,000 shares of Class A Common Stock and, 10,000,000 shares of Class B Common Stock, prior to the issuance of any of the shares of Class B Common Stock, as discussed below, which has been authorized and approved by our board of directors, was approved by our stockholders on February 28, 2023, and was filed with the Secretary of State of Delaware on April 4, 2023;

• the filing of a second amended and restated certificate of incorporation, immediately prior to closing of this Offering, (i) removing the designation of our Series A Preferred Stock (as defined below), after the conversion of all of the shares of Series A Preferred Stock into shares of Class B Common Stock, (ii) removing the designation of our Series B Preferred Stock, after the conversion of all of the shares of Series B Preferred Stock into shares of Class A Common Stock, (iii) increasing the number of shares of authorized preferred stock to 10,000,000 shares of blank check preferred stock, and (iv) such other terms as shall be applicable after the completion of this Offering, as discussed below), which has been authorized and approved by our board of directors, was approved by our stockholders on February 28, 2023, and which will be filed immediately prior to the completion of this Offering;

• the effectiveness of our amended and restated bylaws, which has been authorized and approved by our board of directors, was approved by our stockholders on February 28, 2023, and will occur immediately prior to the completion of this Offering;

• with respect to share and per share information, the occurrence of the Split of the Company’s common stock at a ratio of 25-for-1, as authorized and approved by our board of directors, and approved by our stockholders on February 28, 2023, and which Split was effective as of April 4, 2023;

• an assumed initial public offering price of $5.00 per share in this Offering (the midpoint of the price range set forth on the cover page of this prospectus);

• the reclassification of our common stock into dual class common stock consisting of Class A Common Stock, each share having one vote per share and Class B Common Stock, each share having 10 votes per share, which occurred on February 28, 2023;

• the reclassification, on February 28, 2023, of all outstanding shares of our common stock into shares of Class A Common Stock;

Table of Contents

• the payment, upon the completion of this Offering, of the Series B Dividend;

• the conversion, immediately prior to the completion of this Offering, of all outstanding shares of the Company’s Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, (collectively, the “Series A Preferred Stock”) into 1,612,250 shares of Class B Common Stock;

• the conversion, immediately prior to the completion of this Offering, of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650 shares of Class A Common Stock;

• the conversion, upon the completion of this Offering, of an aggregate of $3,357,730 in principal amount of certain convertible notes, plus $543,216 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 1,031,214 shares of Class A Common Stock, plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $833.00 per day;

• the conversion, upon the completion of this Offering, of an aggregate of $600,000 in principal amount of certain convertible notes held by T1 Investment, plus $662,597 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted) plus such additional shares of Class A Common Stock and Class B Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $197.00 per day (31% of which will be converted into Class A Common Stock and 69% of which will be converted into Class B Common Stock);

• the conversion, upon the completion of this Offering, of an aggregate of $800,000 in original principal amount of certain convertible notes held by WH&W, plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018) into 188,449 shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted).

• the conversion, upon the completion of this Offering, of an aggregate of $1,700,000 in original principal amount and accrued interest under by Decathlon Alpha II, L.P. (“Decathlon”) pursuant to a promissory note (the “Decathlon Note”), which was not previously convertible, into 340,000 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share.

• the conversion, upon the completion of this Offering, of an aggregate of $564,000 in original principal amount and accrued interest under a side letter entered into by the Selling Stockholders with the Company, at the same time as the Decathlon Note (the “Side Letter”), pursuant to which the Selling Stockholders agreed to provide the Company with an advance of $300,000 under the same terms and conditions contained in the Decathlon Note, which amount was not previously convertible, into 112,800 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share.

• the conversion, upon the completion of this Offering, of an aggregate of $499,118 in original principal amount of notes payable to Michael Feldman, the Company’s Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 175,684 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $82.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share.

Table of Contents

• the conversion, upon the completion of this Offering, of an aggregate of $200,000 in original principal amount of certain promissory notes held by Ross Annable, an affiliate of the Company, which promissory notes were not previously convertible plus $16,800 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 43,360 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price is lower than $5.00 per share.

• the conversion, upon the completion of this Offering, of an aggregate of $57,638 in original principal amount of certain promissory notes held by Elizabeth Goode, certain other noteholders, and James Morris (a “Co-Founder”), which promissory notes were not previously convertible, plus $55,927 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 22,713 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share.

• the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400 shares of Class A Common Stock, at an exercise price of $0.004 per share, by Christopher McKee, WH&W and Decathlon.

• the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount of a certain convertible promissory note held by KARL STORZ Endoscopy, Inc. (“KARL STORZ”) and $10,845 in accrued interest and unpaid thereof (accrued interest through March 31, 2023) into 210,502 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $285.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share.

• the conversion, upon the completion of this Offering, of $81,000 of accrued and unpaid interest (accrued interest through March 31, 2023) relating to a certain promissory note in the original principal amount of $75,000, issued to IMAF Charlotte, LLC (“IMAF”), which promissory note was not previously convertible, into 16,200 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock, based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $25.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share.

Our Company

T1V is a visual collaboration company specializing in hybrid collaboration software for enterprise, education, commercial and healthcare markets. Visual collaboration means a system including a computer, a touch screen, and software that enables the user to access a virtual canvas that is not limited by the size of the touch screen. It allows for multiple pieces of content to be placed on the canvas and viewed at the same time by multiple users. It enables multiple users to be able to simultaneously add content to and edit the canvas from multiple locations. The canvas can then be saved and resumed at a future time.

Table of Contents

of our then-existing products at tradeshows, restaurants and retail locations. In 2016 and 2017, we started greatly expanding sales of our collaboration products, focusing on our current three vertical markets of enterprise, education and hospitals so that by the end of 2018, we were primarily selling products similar to our current product line.

Our Mission

Our mission at T1V is to empower teams to collaborate anytime, anywhere. This includes collaboration for people within a large meeting room — or across distributed rooms — when some participants are remote and some are in-room.

Our Opportunity

An article titled “Visual Collaboration Platform Market with 17.79% CAGR: Share 2022 Key Growth Drivers, Industry Revenue and Sales Channel, Growing Opportunity and Challenges Forecast by 2027” in the Digital Journal published by TheExpressWire on September 30, 2022, provides that the global visual collaboration market was estimated to be greater than $500 million in 2021 and is expected to grow to more than $1.3 billion by 2027. T1V is listed in this report as one of the 17 prominent visual collaboration companies. During the period from 2021 through 2027, the article projects the visual collaboration market will grow at a combined annual growth rate of 17.79%.

The COVID-19 pandemic (the “COVID 19 Pandemic”) caused changes in behaviors in how people work, learn and collaborate. We believe one of these changes was an acceleration in the shift toward hybrid working environments. For example, in a March 15, 2022 article published by Gallup Workplace titled “The Future of Hybrid Work: 5 Key Questions Answered With Data”, in a survey of remote-capable employees, 53% of such employees anticipated that they will work in a hybrid work environment, in the future. Remote capable employees describes those employees whose current jobs can be done remotely at least part of the time and represents about ½ of the US full time workforce. Hybrid work describes a work environment where more than 10% and less than 100% of an employee’s working time is provided remotely. In a June 23, 2022 article published by McKinsey & Company titled “Americans are embracing flexible work — and they want more of it”, 58% of all US respondents reported that they have the option to work from home. McKinsey’s article refers to a number of other studies indicating that flexible work has grown by anywhere from a third to 10-fold since before the pandemic, such as “How the coronavirus outbreak has—and hasn’t—changed the way Americans work,” Pew Research Center, December 9, 2020; as well as “Telework during the COVID-19 pandemic: Estimates using the 2021 Business Response Survey,” US Bureau of Labor Statistics, Monthly Labor Review, March 2022.

T1V’s ecosystem is designed to accommodate hybrid work environments which can support fully in-person meetings, fully remote meetings and hybrid meetings in which some persons attend in person and other remotely. During the period from January 1, 2020 through December 31, 2022, 89% of our sales were derived from orders for our ThinkHub Room products, of which over 54% were for configurations used in hybrid work environments. The remaining ThinkHub Room products ordered were for configurations used primarily for in-person meetings.

During the year ended December 31, 2022, our revenues have increased more than 68% compared to our revenues during the same period in 2021. This increase was driven primarily by ThinkHub Room sales for use in hybrid work environments.

Nevertheless, our sales to date represent only a small fraction of the total available market for visual collaboration for hybrid use. Of the greater than $500 million market for visual collaboration referenced above, we believe, based on the research and articles referenced above, that a large percentage of this market is for hybrid environments. Therefore, we currently have only penetrated a small percentage of the total available market for visual collaboration products for hybrid usage.

Going forward, we anticipate that our new ThinkHub Cloud product offering (allowing users to access ThinkHub Canvases without purchasing a ThinkHub Room device) will further drive demand for our ThinkHub Platform in hybrid working environments. During the year ended December 31, 2022, we invested $427,000 in research and development for our ThinkHub Cloud product. Furthermore, we are planning to use $2 million of the funds raised in this Offering to invest in R&D for ThinkHub Cloud. Further, we plan to use an additional $2 million of the funds raised in this Offering to invest in Sales and Marketing activities for ThinkHub Cloud.

In 2023 and beyond, we believe, based on the research and articles referenced above, that there is and will continue to be a need for hybrid working solutions. We believe that the largest growth in the visual collaboration market over the next few years will be for products that support such hybrid work environments and we have positioned the company to take advantage of this growth through our ThinkHub platform including our ThinkHub Room and ThinkHub Cloud products.

Table of Contents

Our Products and Services

T1V has patented proprietary software for visual collaboration. The ability of our products to deliver room-based visual collaboration allows for multiple rooms to be linked together as well as hybrid meetings allowing participants that are both in the room and remote to interact in the same canvas.

ThinkHub®

ThinkHub® is our visual collaboration solution for global teams. The software is available as a room-based product (ThinkHub Room) or cloud-based product (ThinkHub Cloud).

ThinkHub Room is T1V’s room-based collaboration software product, typically used in a dedicated system by our customers including a computer, software and a large touch screen mounted to a wall. The T1V app is the companion application that users download to their device (laptops, desktop computers, and mobile devices), and is used to connect and share content with a ThinkHub Canvas™. ThinkHub Cloud™ takes the collaborative experience of ThinkHub Room™ and brings it to the user on an individual laptop device. Users can access ThinkHub Cloud™ through the T1V app, where they can create canvases and invite collaborators to join them.

For our target customers, conventional video conferencing and in-room face-to-face meetings are inadequate. For these customers, a higher level of collaboration is needed — visual collaboration. Our products allow for this higher level of engagement and collaboration. While other competitive products allow for in-room visual collaboration, our goal at T1V is to make T1V hybrid and remote meetings close to the level of in-person visual collaboration meetings.

Our collaboration platform includes ThinkHub® collaboration software for global teams and the T1V app — all working cohesively to bring teams together for seamless, intuitive working sessions.

T1V Story

T1V Story™ enables organizations to visually tell their story. This is a software solution that takes a brand’s assets (logos, color palette, content like images, videos, and PDFs) and reconfigures them into an interactive, touch-based experience. Popular applications within T1V Story™ include an interactive map, timeline, image, and product lines. Each of these applications provides a means for the brand to visually represent their identity and educate its audience on its organization’s history, geographic reach, or lineup of products.

Our Customers

Enterprise. Enterprise businesses are large regional, national, or global private organizations. Many enterprise businesses have collaboration needs that are special to such businesses within a multivendor environment. We offer service and support packages, and sell these products primarily through professional audio visual dealers (“Professional AV dealers”) and distributors and often in partnership with third-party technology vendors. T1V’s enterprise business is comprised primarily of Fortune 500 companies and includes manufacturing firms; construction and engineering businesses; architecture and design firms; energy companies; defense contractors and technology companies.

Small to Medium Sized Businesses. Our small-to-medium sized business (“SMB”) customers represent a market that is small, but is a growing subset of the enterprise market. These represent organizations with less than 1,000 employees and typically have regional offices. We have developed our ThinkHub Cloud™ and ThinkHub Huddle™ for sales to the SMB market.

Higher Education. We target higher education institutions who are looking to outfit their active learning and hybrid classroom environments. Higher education is undergoing enormous changes as it tries to support teaching faculty and staff, and improve the student experience which has been negatively impacted by the COVID-19 Pandemic. The ThinkHub® classroom supports in-room and remote instructors to co-teach curriculum, while also supporting both in-room and remote student participation. We are also able to connect campuses in larger university systems, to ultimately increase access to courses and improve efficiencies across teaching staff. In the classroom, our collaboration solutions enable teachers and students to have more collaborative class sessions. It enables active learning and group-based collaboration amongst students, and is a flexible tool for teachers to use no matter their teaching style. Teachers can prepare canvases and content before class and then share and distribute during and after class.

Table of Contents

Healthcare. The healthcare market consists primarily of operating rooms and meeting rooms in large hospitals. For this market, we sell products primarily through a partnership we have with a major medical equipment manufacturer (OEM). We sell customized versions of our products to the OEM that are white labeled for sale to the hospitals.

Our Sales and Distribution

We sell our products through distributors we refer to as channel partners (“Channel Partners”). The T1V sales team works directly with these regional Channel Partners to identify prospects in order to set up demonstrations. The sales process typically includes a virtual or in-person demonstration from our showroom, called the “T1V Experience Center” and the customer gains a complete understanding of the value and functionality our solutions provide.

Our Revenue Model

Our revenue model includes two revenue streams: non-recurring and recurring revenue. Each sale at T1V includes a combination of non-recurring and recurring revenue.

Non-recurring revenue includes hardware and services (including installation, commission, customization and configuration) and the upfront portion of software licenses.

Recurring revenue consists of revenue from our sales of licensing and support agreements. Our licensing and support agreements include software licenses, customer support and ongoing customer success services. Within our recurring revenue, we have two license types: room-based and user-based licenses. Room based licenses are tied to the physical T1V devices (ThinkHub Room™, ThinkHub Huddle™ or T1V Story™). They allow unlimited users to connect and collaborate with the room device. User-based licenses apply to our software applications T1V app and ThinkHub Cloud™. Our T1V app is free to all users; ThinkHub Cloud™ offers three subscription tiers: Free, Pro, and Enterprise.

Our Competitors

Our products compete in the communications and collaboration technologies markets with products offered by Cisco Webex, Zoom, LogMeIn, GoToMeeting, as well as bundled productivity solutions providers who offer limited content sharing capabilities such as Microsoft Teams, and Google Workspace. In the rapidly evolving “ideation” market, certain elements of our application compete with Microsoft, Google, Oblong, Multitaction, Bluescape, Mersive, Barco, Nureva and Prysm. Portions of our ThinkHub Cloud™ also compete with products offered by Miro, Mural, Figma and Lucid Software.

Our Intellectual Property

T1V’s core intellectual property is its visual collaboration software platform that allows for multiple users and multiple devices. T1V began developing this software in 2008. T1V was the first company to develop many of the features used in this platform and has obtained several patents and has several patents pending relating to these features.

In addition to the core visual collaboration software platform, T1V also has developed a separate platform that is used for the T1V app. This program allows users to connect to T1V room devices and to ThinkHub Cloud™. It also allows users to view content on a canvas and to share their screen or other documents to a canvas.

T1V is one of only a small number of companies that initially developed visual collaboration in the early 2010’s. Furthermore, T1V was one of the first companies to develop an app to allow remote participants to present and view content — both static and live — on a canvas displayed on an in-room device. We were also one of the first companies to incorporate multi-streaming into a visual collaboration platform.

T1V currently holds 19 patents issued in the US, three applications allowed and 11 additional applications pending. These patents cover various aspects of the features of T1V’s products including ThinkHub Room™, ThinkHub Cloud™, T1V Story™, and the T1V app. These patents also cover specialized versions of ThinkHub® that are used by universities in classrooms.

Some of our patents and patent applications also cover methods that are essential in order for our systems to function with high levels of performance and helpful at reducing network bandwidth requirements.

Table of Contents

“T1V®” and “ThinkHub®” are trademarks registered by us with the United States Patent and Trademark Office (“USPTO”). We currently intend to register certain of our other trademarks with the USPTO, such as ThinkHub Room™, ThinkHub Cloud™, and T1V Story™, after the completion of this Offering. We may also register additional trademarks with the USPTO, in the future, as we create new products and services.

Summary Risk Factors

Our business is subject to numerous risks, as more fully described in the section titled “Risk Factors” immediately following this prospectus summary. These risks include, among others:

Risks Related to our Business and our Industry

• Although we were formed in 2007, we have a limited operating history with respect to sales of our current collaboration products, which makes it difficult to evaluate our prospects and future results of operations.

• We have a history of net losses, and we expect to increase our expenses in the future, which could prevent us from achieving or maintaining profitability.

• We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all.

• We have assumed a significant amount of debt. To the extent we are unable to refinance, repay, extend or convert such indebtedness, our operations may not be able to generate sufficient cash flows to meet our debt obligations, which could reduce our financial flexibility and adversely impact our operations.

• Revenue growth and increase in the market share of our products depend on successful adoption of our ThinkHub® product offerings, which requires sufficient sales, marketing, and product development funding.

• We depend upon the development of new products and services, and enhancements to existing products and services, and if we fail to predict and respond to emerging technological trends and customer’s changing needs, our operating result may suffer.

• We utilize our network of Channel Partners to sell our products and services, and our failure to effectively develop, manage and maintain our indirect sales channels would harm our business.

• We operate in a highly competitive market and many of our competitors have greater financial resources and established relationships with major corporate customers.

• There is limited market awareness of our services.

• We may in the future rely on third-party software that may be difficult to replace or may not perform adequately.

• Our network depends upon telecommunications carriers who could limit or deny us access to their network or fail to perform, which would have a material adverse effect on our business.

• Our security measures may, in the future, be compromised. Consequently, our products and services may be perceived as not being secure. This perception may result in customers and host curtailing or ceasing use of our products, our incurring significant liabilities and our business being harmed.

• The loss of our executive officers, especially our Chief Executive Officer, or our inability to attract and retain qualified personnel may adversely affect our business, financial condition and result of operations.

• The coronavirus (COVID-19) Pandemic is a continuing serious threat to health and economic well-being affecting our employees, investors, customers, and other business partners.

• We may not successfully manage our growth or plan for future growth.

• We depend upon one manufacturer and supplier of computer equipment for our ThinkHub Room™ products.

Table of Contents

Risks Related to Our Intellectual Property

• We may not be able to protect the rights to our intellectual property.

• Our failure to obtain or maintain the right to use certain intellectual property may negatively affect our business.

• Our use of third-party open-source software could negatively affect our ability to offer and sell subscriptions to our platform and subject us to possible litigation.

Risks Related to Ownership of Our Class A Common Stock and this Offering

• The dual class structure of our common stock as created in our amended and restated certificate of incorporation has the effect of concentrating voting control with those stockholders who held our stock prior to this Offering, including our executive officers, employees and directors and their affiliates, limiting your ability to influence corporate matters.

• The trading price of our securities may be volatile, and you could lose all or part of your investment.

• Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Common Stock.

• If you purchase shares in this Offering, you will incur immediate and substantial dilution in the book value of your investment.

• Conversion of our convertible debt securities will dilute the ownership interest of our existing and prospective stockholders if such conversion will be at a price lower than the price of our shares sold in this Offering, or may otherwise depress the price of our Class A Common Stock.

• Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

• We will have broad discretion in the use of net proceeds from this Offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.

• Substantial future sales of shares of our Class A Common Stock and Class B Common Stock could cause the market price of our Class A Common Stock to decline.

• If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Corporate Information

We were formed as a limited liability company under the laws of the State of North Carolina in December 2007, under the name T1 Visions, LLC. In May 2013, we were converted to a corporation incorporated under the laws of the State of Delaware, under the name T1Visions, Inc. In May 2015, we changed our name to T1V, Inc. Our principal executive offices are located at 5025 West W.T. Harris Boulevard, Suite A, Charlotte, NC 28269. Our telephone number is (704) 594-1610. Our website address is www.t1v.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

“T1V” and our other registered and common law trademarks, service marks or trade names appearing in this prospectus are the property of T1V, Inc. Other tradenames, trademarks and services marks use in this prospectus are the property of their respective owners. See “Patents, Trademarks and Copyrights.”

Table of Contents

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (JOBS Act) enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

• not being required to comply for a certain period of time with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

• exemptions from the requirements of holding a stockholder advisory vote on executive compensation and any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Class A Common Stock in this Offering. However, if certain events occur prior to the end of such five-year period, including if (i) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (ii) our annual gross revenue exceeds $1.235 billion; or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Listing on the Nasdaq Capital Market

In connection with this Offering, we have applied to list our Class A Common Stock on the Nasdaq Capital Market under the symbol “THNK.” The listing requirements for the Nasdaq Capital Market include, among other things, a stock price threshold. As a result, prior to the effectiveness of our registration statement of which this prospectus is a part, we will need to take the necessary steps to meet Nasdaq’s listing requirements. If Nasdaq does not approve the listing of our Class A Common Stock, we will not proceed with this Offering. There can be no assurance that our Class A Common Stock will be listed on Nasdaq.

Forward Stock Split

Effective as of April 4, 2023, we effected the Split, at a ratio of 25-for-1, as authorized and approved by our board of directors, and approved by our stockholders on February 28, 2023. The conversion or exercise prices of our issued and outstanding convertible securities, stock options and warrants have been adjusted accordingly. All share and per share information in this prospectus reflects the Split, including all references to the outstanding shares of Class A Common Stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this prospectus reflect the Split.

Table of Contents

Series B Dividend

Our board of directors authorized and approved, and our stockholders also approved on February 28, 2023, the payment of a special dividend to our holders of Series B Preferred Stock (the “Series B Dividend”), and we filed an amended and restated certificate of incorporation on February 28, 2023 providing for the declaration and payment of the Series B Dividend, by issuing to them an aggregate of 339,888 shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,699,438, as of March 31, 2023, and, in addition, the issuance of additional shares of Class A Common Stock, based on an additional dividend accrual of $536.00 per day through the closing of this Offering, divided by $5.00 (the value of each share of Class A Common Stock assuming an initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus). The Series B Dividend will be paid to the holders of our Series B Preferred Stock at the time of their conversion to shares of Class A Common Stock. All of the members of our board of directors will be entitled to receive a portion of the Series B Dividend, since they all own shares of our Series B Preferred Stock. See Certain Relationships and Related Party Transactions beginning on page 109.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

Table of Contents

SUMMARY OF THE OFFERING

Shares offered		$15,100,000 of shares of Class A Common Stock, which is 3,020,000 shares of Class A Common Stock, assuming an initial public offering price of $5.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus.
Offering price		Assumed offering price of $5.00 per share, the midpoint of a price range of $4.00 and $6.00 per share.
Class A Common Stock offered by us		3,020,000 shares of Class A Common Stock, assuming an initial public offering price of $5.00 per share.
Over-allotment option		The Selling Stockholders have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to a maximum of 453,000 additional shares of Class A Common Stock (equal to 15% of the shares of Class A Common Stock sold in the Offering) from the Selling Stockholders, each of which is an affiliate of the Company at the initial public offering price, less underwriting discounts and commissions to cover any over-allotments which will be payable by the Selling Stockholders (the “Over-Allotment Option”). The exercise of the Over-Allotment Option will be allocated to the purchase of shares of Class A Common Stock from the Selling Stockholders as set forth elsewhere in this prospectus. We will not receive any proceeds from shares of Class A Common Stock purchased by the underwriters from the Selling Stockholders in exercising their Over-Allotment Option.
Class A Common Stock to be outstanding after this Offering(1)		8,298,180 shares, regardless as to whether any over-allotment shares are exercised by the underwriters.
Class B Common Stock outstanding before and after this Offering		0 shares, immediately before, and 2,463,607 shares after the Offering.
Forward stock split		As of April 4, 2023, the Company effected the Split at a ratio of 25-for-1. Shares of Class B Common Stock also will be issued upon the exercise of all outstanding shares of Series A Preferred Stock and the conversion of promissory notes held by certain of the Selling Stockholders after giving effect to the Split.

Table of Contents

Use of proceeds

We estimate that we will receive net proceeds from the sale of our Class A Common Stock in this Offering of approximately $13,170,337, assuming an initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions, and estimated offering expenses payable by us.

We currently intend to use the net proceeds of this Offering as follows: (i) $2 million for sales and marketing of ThinkHub Cloud™ product offerings; (ii) $2 million for research and development for our ThinkHub Cloud™ product offerings; (iii) approximately $2 million for the repayment of outstanding indebtedness to certain existing creditors (including indebtedness to affiliates, including certain of the Selling Stockholders), including accrued and unpaid interest thereon as well as fees related to the conversion of indebtedness into shares of Class A Common Stock upon the completion of this Offering, and (iv) any remaining amount for working capital and general working capital purposes.

In addition, we currently have approximately $408,000 in Covid-related Payroll Tax Liability, related to the Employer Social Security Tax Covid Relief Act, and Employee Retention Credits taken before such credits were terminated retroactively by Legislation in November 2021. We have been making regular payments while applying for an installment payment agreement with the IRS. In the event that an installment agreement is not granted, we would repay the approximately $408,000 from the convertible debt financing received from KARL STORZ in February 2023, but, if there are not sufficient funds to cover the full amount of such liability, we may be required to use a portion of the proceeds from this Offering to make such payment.

We will not receive any of the net proceeds from shares of Class A Common Stock purchased by the underwriters from the Selling Stockholders in exercising their Over-Allotment Option. See “Use of Proceeds” on page 49.

Representative’s Warrants

We will issue the Representative the Representative Warrants to purchase up to 120,800 shares of our Class A Common Stock (4% of the shares of Class A Common Stock sold by the Company in this Offering), less discounts and commissions, as a portion of the underwriting compensation payable to the underwriters in connection with this Offering. These warrants will be exercisable for a four-and-a-half-year period commencing 180 days from the commencement of sales of the shares of Class A Common Stock issued in this Offering at an exercise price equal to 110% of the public offering price per share in this Offering. We have agreed to register the shares of Class A Common Stock underlying the Representative’s Warrants in this Offering. See “Underwriting — Representative’s Warrants” on page 134 for a description of the Representative’s Warrants.

Table of Contents

Proposed Nasdaq Capital Market symbol		We have applied to list our Class A Common Stock on the Nasdaq Capital Market upon our satisfaction of the exchange’s initial listing criteria under the symbol “THNK”. No assurance can be given that our application will be approved. We will not proceed with this Offering if our Class A Common Stock is not approved for listing on Nasdaq.
Dividends		We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any non-compulsory cash dividends on our preferred stock or common stock in the foreseeable future, if at all. Our board of directors has authorized and approved, and our stockholders approved on February 28, 2023, an amendment to our certificate of incorporation to provide for the declaration and payment of the Series B Dividend in shares of our Class A Common Stock upon the conversion of our shares of Series B Preferred Stock in connection with this Offering. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. See “Dividend Policy.”
Lock-up Agreements		We have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any shares of our Class A Common Stock or securities convertible into shares of our Class A Common Stock (a “Lock-Up”) or to file a registration statement relating to the registration of any shares of Class A Common Stock for a period of 365 days following the completion of this Offering, without consent of the representative of the underwriters. In addition, our officers, directors and stockholders beneficially owning 5% or more of our Class A Common Stock have also agreed to a Lock-Up with respect to their shares of Class A Common Stock (excluding the shares of Class A Common Stock that may be sold by the Selling Stockholders to the underwriters pursuant to the underwriters’ exercise of their over-allotment option for shares of Class A Common Stock) for a period of 180 days following the completion of this Offering, without consent of the representative of the underwriters. See “Underwriting” on page 133.
Transfer agent		Vstock Transfer, LLC
Risk factors		See “Risk Factors” on page 17 for a discussion of certain factors to consider carefully before deciding to purchase any shares of our Class A Common Stock.

__________

(1) The number of shares of our Class A Common Stock and Class B Common Stock that will be outstanding after this Offering is based on 845,175 shares of our Class A Common Stock outstanding on March 31, 2023, and assumes: (i) the conversion, immediately prior to the completion of this Offering, of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250 shares of Class B Common Stock; (ii) the conversion, immediately prior to the completion of this Offering, of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650 shares of Class A Common Stock; (iii) the payment of the Series B Dividend, pursuant to the issuance to the holders of Series B Preferred Stock of an aggregate of 339,888 shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,699,438, as of March 31,

Table of Contents

2023, and, in addition, the issuance of additional shares of Class A Common Stock, based on an additional dividend accrual of $536.00 per day through the closing of this Offering, divided by $5.00 (the value of each share of Class A Common Stock assuming an initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus); (iv) the conversion, upon the completion of this Offering, of an aggregate of $3,357,730 in principal amount of certain convertible notes, plus $543,216 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 1,031,214 shares of Class A Common Stock, plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $833.00 per day; (v) the conversion, upon the completion of this Offering, of an aggregate of $600,000 in principal amount of certain convertible notes held by T1 Investment, plus $662,597 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted) plus such additional shares of Class A Common Stock and Class B Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $197.00 per day (31% of which will be converted into Class A Common Stock and 69% of which will be converted into Class B Common Stock); (vi) the conversion, upon the completion of this Offering, of an aggregate of $800,000 in original principal amount of certain convertible notes held by WH&W, plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018) into 188,449 shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted); (vii) the conversion, upon the completion of this Offering, of an aggregate of $1,700,000 in original principal amount and accrued interest under the Decathlon Note, which was not previously convertible into 340,000 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (viii) the conversion, upon the completion of this Offering, of an aggregate of $564,000 in original principal amount and accrued interest under the Side Letter, which was not previously convertible, into 112,800 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (ix) the conversion, upon the completion of this Offering, of an aggregate of $499,118 in original principal amount of notes payable to Michael Feldman, the Company’s Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 175,684 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $82.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (x) the conversion, upon the completion of this Offering, of an aggregate of $200,000 in original principal amount of certain promissory notes held by Ross Annable, an affiliate of the Company, which promissory notes were not previously convertible plus $16,800 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 43,360 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price is lower than $5.00 per share; (xi) the conversion, upon the completion of this Offering, of an aggregate of $57,638 in original principal amount of certain promissory notes held by Elizabeth Goode, certain other noteholders, and James Morris (a “Co-Founder”), which promissory notes were not previously convertible, plus $55,927 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 22,713 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (xii) the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400 shares of Class A Common Stock, at an exercise price of $0.004 per share, by Christopher McKee, WH&W and Decathlon; (xiii) the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount of a certain convertible promissory note held by KARL STORZ and $10,845 in accrued interest and unpaid thereof (accrued interest through March 31, 2023) into 210,502 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $285.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (xiv) the conversion, upon the completion of this Offering, of $81,000 of

Table of Contents

accrued and unpaid interest (accrued interest through March 31, 2023) relating to a certain promissory note in the original principal amount of $75,000, issued to IMAF, which promissory note was not previously convertible, into 16,200 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock, based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $25.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (xv) 3,100 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.0004 per share, which are automatically exercisable upon the closing of this Offering; and (xvi) the occurrence of the Split at a ratio of 25-for-1, as authorized and approved by our board of directors and approved by our stockholders on February 28, 2023, and which Split was effective as of April 4, 2023; and excludes:

• 49,596 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $5.00 per share (assuming an initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus) and giving effect to the termination of warrants which would have been exercisable for 458,850 shares of Class A Common Stock, with a weighted average exercise price of $5.00, if such warrants had not been cancelled prior to the consummation of this Offering;

• 733,875 shares of our Class A Common Stock issuable upon the exercise of options to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.96 per share;

• 800,000 shares of our Class A Common Stock reserved for future issuance under our 2023 Equity Incentive Plan (“2023 Plan”), which will become effective in connection with this Offering; and

• 120,800 shares of our Class A Common Stock issuable upon the exercise of the Representative’s Warrants to be issued upon consummation of this Offering which are exercisable for up to 4% of the aggregate number of shares of Class A Common Stock sold in this Offering, excluding any Representative’s Warrants sold pursuant to the exercise of the Over-Allotment Option.

Except as otherwise indicated, all information in this prospectus assumes that or reflects:

• the public offering price per share is $5.00, which is the midpoint of the price range set forth on the cover page of this prospectus;

• no shares of common stock have been issued pursuant to any outstanding shares of preferred stock, warrants or options;

• no shares of common stock have been issued pursuant to the Over-Allotment Option;

• no shares of common stock have been issued pursuant to the Representative’s Warrants;

• no awards have been granted under the 2023 Plan; and

• the occurrence of the Split at a ratio of 25-for-1, effective as of April 4, 2023.

Table of Contents

SUMMARY FINANCIAL DATA

The following tables set forth a summary of our historical financial data as of, and for the periods ended on, the dates indicated. The summary statements of operations data for the years ended December 31, 2022 and 2021 and the summary balance sheet data as of December 31, 2022 and 2021 have been derived from our audited financial statements and related notes thereto included elsewhere in this prospectus.

The following summary financial information should also be read in connection with, and is qualified by reference to, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results are not necessarily indicative of results to be expected in any future period.

Statements of Operations Data	For the year ended December 31, 2022			For the year ended December 31, 2021
Revenue	$	15,415,587		$	9,159,815
Loss from operations	$	(2,523,258	)	$	(2,971,637	)
Other (income) expense	$	1,901,724		$	735,196
Net (loss) income	$	(4,424,982	)	$	(3,706,833	)

Balance Sheet Data	As of December 31, 2022			As of December 31, 2021
Cash	$	73,301		$	713,462
Total assets	$	5,687,977		$	4,684,826
Total liabilities	$	27,729,581		$	22,450,066
Total stockholders’ (deficit)	$	(32,395,801	)	$	(27,514,260	)

Table of Contents

RISK FACTORS

Investing in the Class A Common Stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, before making a decision to invest in the Class A Common Stock. Our business, results of operations, financial condition and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations, financial condition and prospects could be materially and adversely affected. Unless otherwise indicated, references to our business being harmed in these risk factors will include harm to our business, platform, reputation, brand, financial condition, results of operations and future prospects. In such event, the market price of our Class A Common Stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Our Industry

Although we were formed in 2007, we have a limited operating history with respect to sales of our current collaboration products, which makes it difficult to evaluate our prospects and future results of operations.

We were formed as a limited liability company in December 2007 and converted into a corporation in May 2013. From our formation until 2013, we had very limited sales of our current collaboration products. From 2008 to 2013, we operated a restaurant to test our software by providing use to our restaurant customers, and also to demo our products to potential customers. From 2010 to 2015, we were developing products, filing patents, and testing the products with end-users in a variety of markets, in order to determine the products and markets in which to focus. In 2016 and 2017, we started greatly expanding sales of our collaboration products, focusing on our current three vertical markets of enterprise, education and hospitals so that by the end of 2018, we were primarily selling products similar to our current product line. As a result of our limited operating history relating to our current business, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our historical revenue growth should not be considered indicative of our future performance. Further, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including any reduction in demand for our platform, increased competition, contraction of our overall market, our inability to accurately forecast demand for our platform and plan for capacity constraints or our failure, for any reason, to capitalize on growth opportunities. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change, or if we do not address these risks successfully, our business would be harmed.

We have a history of net losses, and we expect to increase our expenses in the future, which could prevent us from achieving or maintaining profitability.

We have incurred net losses in the past, including a net loss of approximately $4.42 million for the year ended December 31, 2022 and $3.71 million for the fiscal year ended December 31, 2021. We intend to continue to expend significant funds to expand our direct sales force and marketing efforts to attract new customers and hosts, to develop and enhance our products and for general corporate purposes, including operations, hiring additional personnel, upgrading our infrastructure and expanding into new geographical markets. To the extent we are successful in increasing our user base, we may also incur increased losses because, other than sales commissions, the costs associated with acquiring customers and hosts are generally incurred up front, while the subscription revenue is generally recognized ratably over the subscription term, which can be monthly, annually or on a multi-year basis. Our efforts to grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for a number of reasons, including as a result of the other risks described herein, and unforeseen expenses, difficulties, complications, delays and other unknown events. If we are unable to achieve and sustain profitability, the value of our business and Class A Common Stock may significantly decrease. Furthermore, it is difficult to predict the size and growth rate of our market, customer demand for our platform, user adoption and renewal of our platform, the entry of competitive products and services, or the success of existing competitive products and services. As a result, we may not achieve or maintain profitability in future periods. If we fail to grow our revenue sufficiently to keep pace with our investments and other expenses, our business would be harmed.

Table of Contents

We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all.

Historically, we have funded our operations and capital expenditures primarily through equity issuances and cash generated from our operations. Although we currently anticipate that after raising capital in this Offering our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for a period of at least 12 months, given the fact that we will not receive any proceeds from the over-allotment shares sold on behalf of the Selling Stockholders, and as a result of other requirements for cash that we may not currently anticipate, we may require additional financing. We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. To access capital to fund operations or provide growth capital, we may need to raise capital in one or more debt and/or equity offerings. There can be no assurance, especially given the current volatility and weakness of the U.S. public markets, that we will be successful in raising necessary capital or that any such offering will be on terms acceptable to the Company, if at all. We may be required to issue securities that may have rights, preferences or privileges senior to the rights of our Class A Common Stock, and our stockholders may experience dilution. If we are unable to raise additional capital that may be needed on terms acceptable to us, it could have a material adverse effect on the Company.

We have assumed a significant amount of debt. To the extent we are unable to refinance, repay, extend or convert such indebtedness, our operations may not be able to generate sufficient cash flows to meet our debt obligations, which could reduce our financial flexibility and adversely impact our operations.

Currently we have considerable obligations under revenue loans and convertible debt securities outstanding with various lenders, including related parties. We currently intend to (i) repay approximately $2.0 million of such debt from the proceeds of this Offering, and (ii) convert approximately $9.7 million in principal amount of debt securities (including accrued interest) into shares of our Class A Common Stock and Class B Common Stock upon completion of this Offering, as applicable.

Our ability to continue as a going concern is highly contingent on the ability to either extend the maturity of our existing debt, refinance our existing debt, convert the debt to equity, or raise additional capital, such as through this Offering. Further, our ability to make payments on such indebtedness depends on our ability to generate cash flow. To the extent we are unable to refinance, repay, extend or convert such indebtedness, we may not generate sufficient cash flow from operations to enable us to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements. Such indebtedness could affect our operations in several ways, including the following:

• a significant portion of our cash flows could be required to be used to service such indebtedness;

• a high level of debt could increase our vulnerability to general adverse economic and industry conditions;

• covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

• a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and

• debt covenants to which we may agree may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

A high level of indebtedness increases the risk that we may default on our debt obligations. If we cannot service, extend, refinance or convert our indebtedness, and we are unable to generate sufficient cash flows to pay the principal or interest on our debt. we may have to take actions such as selling significant assets, seeking additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying capital expenditures, any of which could have a material adverse effect on our operations and financial condition. If we do not have sufficient funds and are otherwise unable to arrange financing, our assets may be foreclosed upon which could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

Revenue growth and increase in the market share of our products depend on successful consumer adoption of our ThinkHub® product offerings, which requires sufficient sales, marketing, and product development funding.

Our goal is to grow revenue from an increase in adoption of our ThinkHub® product offerings, including ThinkHub Room™ and ThinkHub Cloud™. If we cannot successfully gain consumer adoption of our ThinkHub® product offerings, we may not be able to grow revenue or increase our products’ market share without initiating additional sales or increasing our sales and marketing campaigns and product development. We cannot assure you that we will have sufficient funds available to invest in sales and marketing and continued product development in order to achieve our revenue growth targets.

We depend upon the development of new products and services, and enhancements to existing products and services, and if we fail to predict and respond to emerging technological trends and customer’s changing needs, our operating result may suffer.

The markets for our products and services are characterized by rapidly changing technology, evolving industry standards, and new product and service introductions. Our operating results depend on our ability to develop and introduce new products and services into existing and emerging markets and to reduce the production costs of existing products. If customers do not purchase and/or renew our offerings our business could be harmed. The process of developing new technology related to market transitions — such as collaboration, digital transformation and the cloud — is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends, our business could be harmed. We must commit significant resources, including the investments we have been making in our strategic priorities to developing new products and services before knowing whether our investments will result in products and services the market will accept. In particular, if our modeled evolution from in-room products to hybrid as well as the addition of SaaS consumption of our ThinkHub Cloud™ product does not emerge as we believe it will, or if the industry does not evolve as we believe it will, or if our strategy for addressing this evolution is not successful, many of our strategic initiatives and investments may be of no or limited value. Similarly, our business could be harmed if we fail to develop, or fail to develop in a timely fashion, offerings to address other market transitions, or if the offerings addressing these other transitions that ultimately succeed are based on technology, or an approach to technology, different from ours. In addition, our business could be adversely affected in periods surrounding our new product introductions if customers delay purchasing decisions to qualify or otherwise evaluate new product offerings.

We have also been transforming our business to move from selling primarily room-based products and services to selling products and services that include both room-based products and cloud offerings integrated to work together to meet customer needs, and we are seeking to meet the evolving needs of customers which include offering our products and solutions in the manner in which customers wish to consume them. As a part of this transformation, we continue to make changes to how we are organized and how we build and deliver our technology, including changes in our business models with customers. If our strategy for addressing our customer needs, or the architectures and solutions we develop do not meet those needs, or the changes we are making in how we are organized and how we build and deliver our technology is incorrect or ineffective, we may not be able to achieve our customer adoption and revenue goals, in connection with which our operating results and financial condition may be negatively affected.

Furthermore, we may not execute successfully on our vision or strategy because of challenges with regard to product planning and timing, technical hurdles that we fail to overcome in a timely fashion, or a lack of appropriate resources. This could result in competitors, some of which may also be our partners, providing those solutions before we do and loss of market share, revenue, and earnings. In addition, the growth in demand for technology delivered as a service enables new competitors to enter the market. The success of new products and services depends on several factors, including proper new product and service definition, component costs, timely completion and introduction of these products and services, differentiation of new products and services from those of our competitors, and market acceptance of these products and services. There can be no assurance that we will successfully identify new product and services opportunities, develop and bring new products and services to market in a timely manner, or achieve market acceptance of our products and services or that products, services and technologies developed by others will not render our products, services or technologies obsolete or noncompetitive.

Table of Contents

We generate revenue from sales of products for and subscriptions to our platform, and any decline in demand for our platform or for collaboration technologies in general would harm our business.

We generate, and expect to continue to generate, revenue from the sale of products for and of subscriptions to our platform. As a result, widespread acceptance and use of collaboration technologies in general, and our platform and visual collaboration in particular, is critical to our future growth and success. If the collaboration technology market fails to grow or grows more slowly than we currently anticipate, demand for our platform could be negatively affected.

Changes in user preferences for collaboration technologies may have a disproportionately greater impact on us than if we offered multiple platforms or disparate products. Demand for collaboration technologies in general, and our platform in particular, is affected by a number of factors, many of which are beyond our control. Some of these potential factors include:

• awareness of the visual collaboration technology category generally;

• availability of products and services that compete with ours;

• new modes of collaboration that may be developed in the future;

• ease of adoption and use;

• features and platform experience;

• reliability of our platform, including frequency of outages;

• performance;

• brand;

• security and privacy;

• user support; and

• pricing.

The collaboration technology market is subject to rapidly changing user demand and trends in preferences. If we fail to successfully predict and address these changes and trends, meet user demands or achieve more widespread market acceptance of our platform, our business would be harmed.

We recognize revenue from subscriptions to our platform over the terms of these subscriptions. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

We recognize revenue from subscriptions to our platform over the terms of these subscriptions. As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter may have a small impact on the revenue that we recognize for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention may not be fully reflected in our results of operations until future periods. In addition, a significant portion of our costs are expensed as incurred, while revenue is recognized over the term of the subscription. As a result, growth in the number of new customers and hosts could continue to result in our recognition of higher costs and lower revenue in the earlier periods of our subscriptions. Finally, our subscription-based revenue model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers or from existing customers that increase their use of our platform or upgrade must be recognized over the applicable subscription term.

Table of Contents

The experience of our users depends upon the interoperability of our platform across devices, operating systems and third-party applications that we do not control, and if we are not able to maintain and expand our relationships with third parties to integrate our platform with their solutions, our business may be harmed.

One of the most important features of our platform is its broad interoperability with a range of diverse devices, operating systems and third-party applications. Our platform is accessible from devices running Windows, Mac OS, iOS, Android and Linux. We also have integrations with Zoom, and Microsoft for video conferencing. We are dependent on the accessibility of our platform across these and other third-party operating systems and applications that we do not control. Several of our competitors own, develop, operate, or distribute operating systems, app stores, co-located data center services and other software, and also have material business relationships with companies that own, develop, operate or distribute operating systems, applications markets, co-located data center services and other software that our platform requires in order to operate. Moreover, some of these competitors have inherent advantages developing products and services that more tightly integrate with their software and hardware platforms or those of their business partners.

Third-party services and products are constantly evolving, and we may not be able to modify our platform to assure its compatibility with that of other third parties following development changes. In addition, some of our competitors may be able to disrupt the operations or compatibility of our platform with their products or services, or exert strong business influence on our ability to, and terms on which we, operate and distribute our platform. For example, we currently offer products that may compete with several large technology companies that we rely on to ensure the interoperability of our platform with their products or services. As our respective products evolve, we expect this level of competition to increase. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our platform or gives preferential treatment to competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability of our platform with these products could decrease and our business could be harmed.

Our current products, as well as products, features and functionality that we may introduce in the future, may not be widely accepted by consumers or may receive negative attention or may require us to compensate or reimburse third parties, any of which may lower our margins and harm our business.

Our ability to engage, retain and increase our base of customers and to increase our revenue will depend on our ability to successfully create new products, features and functionality, both independently and together with third parties. We may introduce significant changes to our existing products or develop and introduce new and unproven products, including technologies with which we have little or no prior development or operating experience. These new products and updates may fail to engage, retain and increase our base of customers or may create lag in adoption of such new products. New products may initially suffer from performance and quality issues that may negatively impact our ability to market and sell such products to new and existing customers. The short- and long-term impact of any major change to our products, or the introduction of new products, is particularly difficult to predict. If new or enhanced products fail to engage, retain and increase our base of customers, we may fail to generate sufficient revenue, operating margin or other value to justify our investments in such products, any of which may harm our business in the short term, long term, or both.

In addition, our current products, as well as products, features and functionality that we may introduce in the future, may require us to compensate or reimburse third parties.

Our failure to properly manage the distribution of our products and services could result in a loss of revenues.

We currently sell our products and services both directly to customers and through our Channel Partners. Successfully managing the interaction of our direct and indirect sales channels to reach various potential customers for our services is a complex process. Each sales channel has distinct risks and costs, and therefore, our failure to implement the most advantageous balance in the sales model for our services could adversely affect our revenue and profitability.

We utilize our network of Channel Partners to sell our products and services, and our failure to effectively develop, manage and maintain our indirect sales channels would harm our business.

Our future success depends on our continued ability to establish and maintain a network of channel relationships, and we expect that we will need to maintain and expand our network as we grow. A large portion of our revenue is derived from our network of dealers and distributors, which we refer to collectively as Channel Partners, many of which sell or may in the future decide to sell their own products and services or services from other providers. Loss

Table of Contents

of or reduction in sales through these third parties could reduce our revenue. Our competitors may in some cases be effective in causing our Channel Partners to favor their products and services or prevent or reduce sales of our products and services. Recruiting and retaining qualified Channel Partners in our network and training them in our technology and product offerings requires significant time and resources. We must continue to scale and improve our processes and procedures to support these channels, including investment in systems and training. Many Channel Partners may not be willing to invest the time and resources required to train their staff to effectively sell our platform. If we fail to maintain relationships with our Channel Partners, fail to develop relationships with new Channel Partners in new markets or expand the number of Channel Partners in existing markets or fail to manage, train, or provide appropriate incentives to our existing Channel Partners, our ability to increase the number of new customers and increase sales to existing customers could be adversely impacted, which would harm our business.

We rely on our Channel Partners for a large portion of our revenues, two of which account for a significant percentage of these revenues, and the loss of these Channel Partners could result in a significant loss of revenues.

We have two methods of selling our products: (1) sales by our Channel Partners, who buy our products and resell them to our customers (or End Users), and (2) sales directly to End Users, which are customers that purchase our products directly for their own use. In consideration for their marketing and selling our products, we provide Channel Partners with discounts on our products. Sales made by our more than 120 Channel Partners accounted for approximately 95% and 92% of our sales, for the years ended December 31, 2022 and December 31, 2021, respectively. Two of our Channel Partners accounted for an aggregate of approximately 31% and 8% of revenue for the year ended December 31, 2022 and 17% and 9.2% for the year ended December 31, 2021.

We believe that most of our Channel Partners could be replaced without having a material adverse impact on our revenues, but if we were to lose the services of either of Channel Partners accounting for the largest number of our sales, it may be difficult to replace either of them and such loss could have a material adverse impact on our revenues. The composition of our Channel Partners will vary from period to period but we expect that a significant portion of our revenue will continue, for the foreseeable future, to come from a relatively small number of Channel Partners. Consequently, our financial results may fluctuate significantly from period-to-period based on the actions of one or more significant Channel Partners. A channel partner may take actions that affect the Company for reasons that we cannot anticipate or control, such as reasons related to the channel partner’s financial condition, changes in the channel partner’s business strategy or operations, changes in technology and the introduction of alternative competing products, or as the result of the perceived quality or cost-effectiveness of our products. Our agreements with our two largest Channel Partners may be cancelled if we materially breach the agreement or for other reasons outside of our control such as insolvency or financial hardship that may result in a Channel Partner filing for bankruptcy court protection against unsecured creditors. In addition, these Channel Partners may seek to renegotiate the terms of current agreements or renewals. The loss of or a reduction in sales or anticipated sales to our most significant or several of our Channel Partners could have a material adverse effect on our business, financial condition and results of operations.

Our ability to sell products for and subscriptions to our platform could be harmed by real or perceived material defects or errors in our platform.

The software technology underlying our platform is inherently complex and may contain material defects or errors, particularly when new products are first introduced or when new features or capabilities are released. We have from time to time found defects or errors in our platform, and new defects or errors in our existing platform or new products may be detected in the future by us or our users. There can be no assurance that our existing platform and new products will not contain defects. Any real or perceived errors, failures, vulnerabilities, or bugs in our platform could result in negative publicity or lead to data security, access, retention or other performance issues, all of which could harm our business. The costs incurred in correcting such defects or errors may be substantial and could harm our business. Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and would harm our business.

We also utilize hardware purchased or leased and software and services licensed from third parties to offer our platform. Any defects in, or unavailability of, our or third-party hardware, software or services that cause interruptions to the availability of our services, loss of data or performance issues could, among other things:

• cause a reduction in revenue or delay in market acceptance of our platform;

• require us to issue refunds to our customers or expose us to claims for damages;

Table of Contents

• cause us to lose existing hosts and make it more difficult to attract new customers and hosts;

• divert our development resources or require us to make extensive changes to our platform, which would increase our expenses;

• increase our technical support costs; and

• harm our reputation and brand.

We operate in a highly competitive market and many of our competitors have greater financial resources and established relationships with major corporate customers.

The market for communications and collaboration technologies is highly competitive, rapidly changing and includes large, well-financed participants such as Zoom Video Communications, Inc., Cisco Systems, Inc., and Microsoft Corporation. These companies have substantially greater brand recognition, financial and other resources than us, furnish some of the same services provided by us, and have established relationships with major corporate customers that have policies of purchasing directly from them. We also currently compete with other visual collaboration companies that have room-based products, including Prysm, Bluscape, Oblong and Mulit-taction. Our competitors offer services similar both on a bundled and un-bundled basis, creating a highly competitive environment with pressure on pricing of such services. We believe that as the demand for collaboration technologies continues to increase, additional competitors, many of which may have greater resources than us, will continue to enter this market. Additionally, with the introduction of new technologies and new market entrants, we expect competition to intensify in the future.

Our products and services must continue to compete effectively in the market.

Demand for our services is also price sensitive. Many factors, including marketing, user acquisition and technology costs, and our current and future competitors’ pricing and marketing strategies can significantly affect our pricing strategies. Certain of our competitors offer, or may, in the future, offer, lower-priced or free products or services that compete with our services or may bundle and offer a broader range of products and services. Similarly, certain competitors may use marketing strategies that enable them to acquire customers at a lower cost than us. Further, our competitors could develop products similar to our products that rely on open-source software. Even if such products do not include all the features and functionality that our products provide, we could face pricing pressure to the extent that users find these products to be sufficient for their needs. There can be no assurance that we will not be required to reduce our prices, provide discounts, or increase our marketing and other expenses to attract and retain customers in response to competitive pressures, any of which could have an adverse impact on our business.

There is limited market awareness of our services.

Our future success will be dependent in significant part on our ability to generate demand for our collaboration technologies and services. To this end, our direct marketing and indirect sales operations must increase market awareness of our service offerings to generate increased revenue. We have limited sales and marketing resources, with 19 employees and two international contractors in sales and marketing as of December 31, 2022, and we have had limited resources and/or cash flow in the last several years for spending on advertising, marketing and additional personnel. Our products and services require a sophisticated sales effort targeted at the senior management of our prospective customers. If we were to hire new employees in sales and marketing, those employees will require training and take time to achieve full productivity. We cannot be certain that our new hires will become as productive as necessary or that we will be able to hire enough qualified individuals or retain existing employees in the future. We cannot be certain that we will be successful in our efforts to market and sell our products and services, and, if we are not successful in building market awareness and generating increased sales, future results of operations will be adversely affected.

Our success depends on our ability to recruit and retain adequate engineering talent.

The market for our products and services are characterized by rapidly changing technology. The pressure to innovate and stay ahead of our competitors requires an investment in talent. Specifically, competing successfully in this market depends on our ability to recruit and retain adequate engineering talent. Because of the competitive nature of this industry, this can prove a challenge. Failure to recruit and retain adequate talent could negatively impact our ability to keep up with the rapidly changing technology.

Table of Contents

Any failure to offer high-quality support for our customers and hosts may harm our relationships with our customers and hosts and, consequently, our business.

We have designed our platform to be easy to adopt and use with minimal support necessary. However, if we experience increased user demand for support, we may face increased costs that may harm our results of operations. In addition, as we continue to grow our operations and support our global user base, we need to be able to continue to provide efficient support that meets our customers’ needs globally at scale. As the number of our customers grow this will put additional pressure on our support organization. If we are unable to provide efficient user support globally at scale or if we need to hire additional support personnel, our business may be harmed. Our new customer acquisitions are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support for our customers, would harm our business.

We may be unable to adequately respond to rapid changes in technology.

The market for our collaboration technologies and services is characterized by rapidly changing technology, evolving industry standards and frequent product introductions. The introduction of products and services embodying new technology and the emergence of new industry standards may render our existing product and service offerings obsolete and unmarketable if we are unable to adapt to change. A significant factor in our ability to grow and to remain competitive is our ability to successfully introduce new products and services that embody new technology, anticipate and incorporate evolving industry standards and achieve levels of functionality and price acceptable to the market. If our offerings are unable to meet expectations or unable to keep pace with technological changes in the collaboration industry, our offerings could eventually become obsolete. We may be unable to allocate the funds necessary to upgrade our offerings as improvements in collaboration technologies are introduced. In the event that other companies develop more advanced service offerings, our competitive position relative to such companies would be harmed.

Any system failures or interruptions may cause loss of customers.

Our success depends, in part, on the seamless, uninterrupted operation of our managed service offerings. As complexity and volume continue to increase, we will face increasing demands and challenges in managing them. Any prolonged failure of these services or other systems or hardware that cause significant interruptions to our operations could seriously damage our reputation and result in customer attrition and financial loss.

We may in the future rely on third-party software that may be difficult to replace or may not perform adequately.

We may in the future integrate third-party licensed software components into our technology infrastructure in order to provide our services. This software may not continue to be available on commercially reasonable terms or pricing or may fail to continue to be updated to remain competitive. The loss of the right to use this third-party software may increase our expenses or impact the provisioning of our services. The failure of this third-party software could materially impact the performance of our services and may cause material harm to our business or results of operations.

We depend upon our network providers’ and facilities’ infrastructure.

Our success depends upon our ability to implement, expand and adapt our network infrastructure and support services to accommodate an increasing amount of video traffic and evolving customer requirements at an acceptable cost. This has required and will continue to require that we enter into agreements with providers of infrastructure capacity, equipment, facilities and support services on an ongoing basis. We cannot ensure that any of these agreements can be obtained on satisfactory terms and conditions. We also anticipate that future expansions and adaptations of our network infrastructure facilities may be necessary in order to respond to growth in the number of customers served.

Our network could fail, which could negatively impact our revenues.

Our success depends upon our ability to deliver reliable, high-speed access to our channels’ and customers’ data centers and upon the ability and willingness of our telecommunications providers to deliver reliable, high-speed telecommunications service through their networks. Our network and facilities, and other networks and facilities providing services to us, are vulnerable to damage, unauthorized access or cessation of operations from human error and tampering, breaches of security, fires, earthquakes, severe storms, power losses, telecommunications failures, software defects, intentional acts of vandalism including computer viruses, and similar events. The occurrence of a

Table of Contents

natural disaster or other unanticipated problems at the network operations center, key sites at which we locate routers, switches and other computer equipment that make up the backbone of our service offering and hosted infrastructure, or at one or more of our partners’ data centers, could substantially and adversely impact our business. We cannot ensure that we will not experience failures or shutdowns relating to individual facilities or even catastrophic failure of the entire network or hosted infrastructure. Any damage to, or failure of, our systems or service providers could result in reductions in, or terminations of, services supplied to our customers, which could have a material adverse effect on our business and results of operations.

Our network depends upon telecommunications carriers who could limit or deny us access to their network or fail to perform, which would have a material adverse effect on our business.

We rely upon the ability and willingness of certain telecommunications carriers and other corporations to provide us with reliable high-speed telecommunications service through their networks. If these telecommunications carriers and other corporations decide not to continue to provide service to us through their networks on substantially the same terms and conditions (including, without limitation, price, early termination liability, and installation interval), if at all, it would have a material adverse effect on our business, financial condition and results of operations. Additionally, many of our service level objectives are dependent upon satisfactory performance by our telecommunications carriers. If they fail to so perform, it may have a material adverse effect on our business.

Our security measures may in the future be compromised. Consequently, our products and services may be perceived as not being secure. This perception may result in customers and hosts curtailing or ceasing their use of our products, our incurring significant liabilities and our business being harmed.

Our operations involve the storage and transmission of customer data or information, and security incidents may occur in the future, resulting in unauthorized access to, loss of or unauthorized disclosure of this information, regulatory enforcement actions, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage our reputation, impair our sales and harm our business. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services have been and are expected to continue to be targeted. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), employee theft or misuse and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). Despite significant efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks. If our security measures are compromised as a result of third-party action, employee, customer, host or user error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, our reputation would be damaged, our data, information or intellectual property, or those of our customers, may be destroyed, stolen or otherwise compromised, our business may be harmed and we could incur significant liability. We may be unable in the future to anticipate or prevent techniques used to obtain unauthorized access or to compromise our systems because they change frequently and are generally not detected until after an incident has occurred. Additionally, we cannot be certain that we will be able to address any vulnerabilities in our software that we may become aware of in the future. We expect similar issues to arise in the future as we continue to expand the features and functionality of existing products and introduce new products, and we expect to expend significant resources in an effort to protect against security incidents. Concerns regarding privacy, data protection and information security may cause some of our customers and hosts to stop using our solutions and fail to renew their subscriptions. This discontinuance in use or failure to renew could substantially harm our business. Further, as we rely on third-party and public-cloud infrastructure, we depend in part on third-party security measures to protect against unauthorized access, cyberattacks and the mishandling of data and information. In addition, failures to meet customers’ and hosts’ expectations with respect to security and confidentiality of their data and information could damage our reputation and affect our ability to retain customers and hosts, attract new customers and hosts and grow our business. In addition, a cybersecurity event could result in significant increases in costs, including costs for remediating the effects of such an event, lost revenue due to network downtime, and a decrease in customer, host and user trust, increases in insurance premiums due to cybersecurity incidents, increased costs to address cybersecurity issues and attempts to prevent future incidents, and harm to our business and our reputation because of any such incident.

Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data. In addition, some of our customers require us to notify them of data security breaches. Security compromises experienced by our competitors, by our customers or by us may lead to public disclosures, which may lead to widespread negative publicity. Any security compromise in our industry, whether actual or perceived, could

Table of Contents

harm our reputation, erode confidence in the effectiveness of our security measures, negatively affect our ability to attract new customers and hosts, cause existing customers to elect not to renew their subscriptions or subject us to third-party lawsuits, regulatory fines or other action or liability, which could harm our business.

There can be no assurance that any limitations of liability provisions in our agreements would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim. We also cannot be sure that our existing general liability insurance coverage and coverage for errors or omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, would harm our business.

The failure to attract and retain additional qualified personnel could harm our business and culture and prevent us from executing our business strategy.

To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executives, software developers, sales personnel and other key employees in our industry is intense. In particular, we compete with many other companies for software developers with high levels of experience in designing, developing and managing software for communication and collaboration technologies, as well as for skilled sales and operations professionals. At times, we have experienced, and we may continue to experience, difficulty in hiring and retaining employees with appropriate qualifications, and we may not be able to fill positions. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business could be harmed.

Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer greater compensation packages. We may be required to offer substantial equity awards to compete with compensation packages offered by other companies. If the perceived value of our equity awards declines, or if the mix of equity and cash compensation that we offer is unattractive, it may adversely affect our ability to recruit and retain highly skilled employees. Job candidates may also be threatened with legal action under agreements with their existing employers if we attempt to hire them, which could impact hiring and result in a diversion of our time and resources. Additionally, laws and regulations, such as restrictive immigration laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture and career development opportunities. If we fail to attract new personnel or to retain our current personnel, our business would be harmed.

The loss of our executive officers, especially our Chief Executive Officer, or our inability to attract and retain qualified personnel may adversely affect our business, financial condition and results of operations.

Our business and operations depend to a significant degree on the skills, efforts and continued services of our executive officers (including Michael Feldman, our President and Chief Executive Officer), who have critical industry experience and relationships. Although we currently intend to enter into employment agreements with Mr. Feldman and two of our other executive officers prior to the consummation of this Offering, and we currently intend for such agreements to provide that we may terminate their employment with us at any time, with or without cause, as well as that they may terminate their employment with us at any time, with cause or for good reason. Accordingly, these executive officers may not remain associated with us. The efforts of these persons will be critical to us as we continue to develop our products and business. We do not carry key person life insurance on any of our management other than our Chief Executive Officer in a face amount of $3,000,000, which would leave our Company uncompensated for the loss of any of our executive officers other than our Chief Executive Officer.

The coronavirus (COVID-19) pandemic is a continuing serious threat to health and economic well-being affecting our employees, investors, customers, and other business partners.

On March 11, 2020, the World Health Organization announced that infections of COVID-19 had become pandemic, and on March 13, 2020, the U.S. President announced a National Emergency relating to the disease. Throughout 2020, widespread infection in the United States and abroad prompted national, state, and local authorities to require or recommend social distancing and impose quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures, while intended to protect human life, had serious adverse impacts on domestic and foreign economies. Although many of these measures have not been in place in the

Table of Contents

United States and most other countries for some time now, a significant increase in the spread of new variants or subvariants could result in the reinstatement of some or many of these measures. The sweeping nature of the COVID-19 Pandemic, to date, makes it difficult to predict how the Company’s business and operations could be affected in the future, if a new variant should emerge. Moreover, the COVID-19 outbreak has had indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other virus epidemic harms the global economy generally and/or the markets in which we operate specifically.

Further, our current and potential customers may be required to allocate resources and adjust budgets to accommodate potential contingencies related to the effects of the coronavirus and measures required to be put in place to prevent and contain contamination of the virus. Uncertainties resulting from COVID-19 may result in customers delaying budget expenditures or re-allocating resources, which would result in a decrease in orders from these customers. Any such decrease in orders from these customers could cause a material adverse effect on our operations and financial results and our ability to generate positive cash flows.

In 2020 the Company’s revenues decreased by 25% compared to the prior year. This was the first year our year-over-year revenues decreased since inception, and was due nearly entirely to the COVID-19 Pandemic. Most of our enterprise customers required all or nearly all of their employees to work remotely for most of 2020, most of our education customers switched to remote learning and in many states elective surgeries were prohibited for much of the year. All of these factors impacted our revenue in 2020. In 2021, as workers and students began to return, with a demand for a hybrid work environment, our revenues increased throughout the year, until the fourth quarter of 2021 when our revenues returned to our pre-COVID-19 Pandemic levels. Moving forward, while our products benefit from the current hybrid work environment, a scenario where universities were to switch to all-remote classes, companies returned to all-remote work and elective surgeries were widely cancelled in hospitals could adversely affect our revenues.

In addition to the above, over the last twelve months, supply chain shortages have impacted our ability to ship our products within our normal delivery time on several occasions, resulting in lower revenues for specific periods than we projected. If supply chain disruptions become more severe in the future this could adversely affect our revenues for specific periods.

Any of the foregoing factors, or other cascading effects of the COVID-19 Pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our sales and damage the Company’s results of operations and its liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted.

Also, to the extent the COVID-19 Pandemic or a similar public health threat has an impact on our business, it is likely to also have the effect of heightening many of the other risks described in this “Risk Factors” section.

We may be adversely affected by the effects of inflation.

Consumer inflation, as measured by the Consumer Price Index for All Urban Consumers has increased 6.5% for the 12 months ending December 31, 2022. Although inflation has resulted in an increase in costs we pay relating to our products, to date, we have been able to increase the prices we charge our customers and, therefore, such price increases we have incurred have not adversely affected our business, results of operations, financial position and liquidity, although we may not be able to continue raising the prices we charge customers if inflation continues to increase in the future. The existence of inflation in the economy also has the potential to result in higher interest rates and capital costs, supply shortages, increased costs of labor and other similar effects. In particular, the greatest effect of inflation has been the need for us to substantially increase salaries and other compensation we pay to our employees in order to keep wages competitive and continuing increases in wages may make it more difficult for us maintain general operating expenses at desired levels. Although we may take measures to mitigate the impact of this inflation through pricing actions and efficiency gains, if these measures are not effective our business, results of operations, financial position and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred. Additionally, the pricing actions we may take could negatively impact our customer engagement, and decrease our market share, and certain of our competitors — particularly our larger, more established competitors — may manage inflationary pressures better than we are able to.

Table of Contents

Geopolitical conditions, including acts of war or terrorism could adversely affect our business.

Our operations could be disrupted by geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist activity or other similar events. From time to time, we could have a large revenue stream associated with a particular customer or a large number of customers located in a particular geographic region. Decreased demand from a discrete event impacting a specific customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations.

Recently, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

With regard to our sole manufacturer and supplier of computer equipment for our ThinkHub Room™ products, any potential disruption in and other risks relating to its supply chain could limit the availability or increase the costs of its computer equipment and consequently our ThinkHub Room™ products, potentially causing consumers to seek readily available or inexpensive alternative products from competing businesses, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results of operations.

Our sole manufacturer and supplier of computer equipment for our ThinkHub Room™ products obtains products and raw materials from manufacturers and distributors located around the world, and may have entered into long-term contracts or exclusive agreements that would ensure its ability to acquire the types and quantities of products or raw materials it desires at acceptable prices and in a timely manner. Any potential disruption in and other risks relating to our sole manufacturer and supplier’s supply chain as a result of the COVID-19 Pandemic or Russia’s invasion of Ukraine, could limit the availability or increase the costs of its computer equipment and consequently our ThinkHub Room™ products, potentially causing consumers to seek readily available or inexpensive alternative products from competing businesses, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results of operations.

We may not successfully manage our growth or plan for future growth.

Recently, we have experienced rapid growth. For example, our headcount has grown to 77 full-time employees as of March 31, 2023 from 50 full time employees at January 1, 2021. The growth and expansion of our business places a continuous, significant strain on our management, operational and financial resources. Further growth of our operations to support our user base, our expanding third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. In addition, as we continue to grow, we face challenges of integrating, developing and motivating a rapidly growing employee base. Certain members of our management have not previously worked together for an extended period of time, and some do not have experience managing a public company, which may affect how they manage our growth. Managing our growth will also require significant expenditures and allocation of valuable management resources.

In addition, our rapid growth may make it difficult to evaluate our future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business would be harmed.

Table of Contents

We may acquire other businesses or receive offers to be acquired, which could require significant management attention, disrupt our business or dilute stockholder value.

We may in the future make acquisitions of other companies, products and technologies. We have limited experience in acquisitions. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by users, developers or investors. In addition, we may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition. If we fail to successfully integrate our acquisitions, or the people or technologies associated with those acquisitions, into our Company, the results of operations of the combined company could be adversely affected. Any integration process will require significant time and resources, require significant attention from management and disrupt the ordinary functioning of our business, and we may not be able to manage the process successfully, which could harm our business. In addition, we may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business.

If our actual liability for sales and use taxes and federal regulatory fees is different from our accrued liability, it could have a material impact on our financial condition.

Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. We review these rules and regulations periodically and, when we believe our services are subject to sales and use taxes in a particular state, we voluntarily engage state tax authorities in order to determine how to comply with their rules and regulations. Vendors of services, like us, are typically held responsible by taxing authorities for the collection and payment of any applicable sales taxes and federal fees. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our services, we may be liable for past taxes in addition to taxes going forward. Liability for past taxes may also include very substantial interest and penalty charges. Our customer contracts provide that our customers must pay all applicable sales taxes and fees. Nevertheless, customers may be reluctant to pay back taxes and may refuse responsibility for interest or penalties associated with those taxes. If we are required to collect and pay back taxes and the associated interest and penalties, and if our customers fail or refuse to reimburse us for all or a portion of these amounts, we will have incurred unplanned expenses that may be substantial. Moreover, imposition of such taxes on our services going forward will effectively increase the cost of such services to our customers and may adversely affect our ability to retain existing customers or to gain new customers in the areas in which such taxes are imposed. We may also become subject to tax audits or similar procedures in states where we already pay sales and use taxes. The assessment of taxes, interest, and penalties as a result of audits, litigation, or otherwise could be materially adverse to our current and future results of operations and financial condition.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts included in this prospectus, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Not every organization covered by our market opportunity estimates will necessarily buy video communications platforms at all, and some or many of those organizations may choose to continue using legacy communication methods or point solutions offered by our competitors. It is impossible to build every product feature that every customer or host wants, and our competitors may develop and offer features that our platform does not provide. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of the organizations covered by our market opportunity estimates will purchase our solutions at all or generate any particular level of revenue for us. Even if the market in which we compete meets the size estimates and growth forecasts in this prospectus, our business could fail to grow for a variety of reasons outside of our control, including competition in our industry. If any of these risks materialize, it could harm our business and prospects. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this prospectus, see the section titled “Market and Industry Data.”

Table of Contents

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2022, we had $13.9 million of federal and $14.6 million of state net operating loss carryforwards available to reduce future taxable income, which will begin to expire in 2034 for federal and 2028 for state tax purposes. It is more likely than not that we will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. As a result, a full valuation allowance was recorded as of December 31, 2022 and December 31, 2021. Under federal income tax law, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. In addition, the federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. If these specified events occur or have occurred, we may lose some or all of the tax benefits of these carryforwards. We may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If an ownership change occurs and our ability to use our net operating loss carryforwards is materially limited, it would harm our business by effectively increasing our future tax obligations.

Our reported results of operations may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the Securities and Exchange Commission (SEC) and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported results of operations and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. For example, we adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), effective as of January 1, 2018 utilizing the full retrospective method of adoption. The adoption of ASC 606 impacted the timing and manner in which we report our revenue and expenses, especially with respect to our sales commissions. See Note 14 to our financial statements included elsewhere in this prospectus for more information. It is also difficult to predict the impact of future changes to accounting principles or our accounting policies, which may modify how we account for certain items currently.

We depend upon one manufacturer and supplier of computer equipment for our ThinkHub Room™ products.

To date, our ThinkHub Room™ products have been sold for use exclusively with Apple Mac Minis and Mac Pros. Apple Mac Minis and Mac Pros are manufactured and sold exclusively by Apple, Inc. (“Apple”). If Apple were to discontinue manufacture and sales of Mac Minis or Mac Pros, or we would otherwise be unable to obtain a sufficient supply of Mac Minis and Mac Pros for use with our ThinkHub Room™ products this could have a material adverse impact on our operations. Our core ThinkHub Room™ software was originally developed in a code base that is specific to Apple computers. However, the T1V app and ThinkHub Cloud™ both run in a software based cross-platform code base. We are in the process of migrating our core ThinkHub Room™ software to the cross-platform code base and expect this to be complete for the majority of our products by the first quarter of 2023. There is no assurance that we will be able to successfully migrate our core ThinkHub Room™ software to the cross-platform code base prior to any substantial loss of supply of these Apple products.

Risks Related to Our Intellectual Property

We may not be able to protect the rights to our intellectual property.

Failure to protect our existing intellectual property rights may result in the loss of our exclusivity or the right to use our technologies. If we do not adequately ensure our freedom to use certain technology, we may have to pay others for rights to use their intellectual property, pay damages for infringement or misappropriation and/or be enjoined from using such intellectual property. We rely on patent, trade secret, trademark and copyright law to protect our intellectual property. Some of our intellectual property is not covered by any patent. As we further develop our services and related intellectual property, we expect to seek additional patent protection. Our patent position is subject to complex factual and legal issues that may give rise to uncertainty as to the validity, scope and enforceability of a particular patent.

Table of Contents

Accordingly, we cannot assure that any of the patents owned by us or other patents that other parties license to us in the future will not be invalidated, circumvented, challenged, rendered unenforceable or licensed to others; any of our pending or future patent applications will be issued with the breadth of claim coverage sought by it, if issued at all; or any patents owned by or licensed to us, although valid, will not be dominated by a patent or patents to others having broader claims. Additionally, effective patent, trademark, copyright and trade secret protection may be unavailable, limited or not applied for in certain foreign countries.

We also seek to protect our intellectual property, including proprietary information that may not be patented or patentable, in part by confidentiality agreements. We enter into such confidentiality agreements with all of our employees and independent contractors. We cannot ensure that these agreements will not be breached, that we will have adequate remedies for any breach, or that such persons will not assert rights to intellectual property arising out of these relationships.

Our failure to obtain or maintain the right to use certain intellectual property may negatively affect our business.

Our future success and competitive position depend in part upon our ability to obtain and maintain certain intellectual property to be used in connection with our services. While we are not currently engaged in any intellectual property litigation, we could become subject to lawsuits in which it is alleged that we have infringed the intellectual property rights of others or we could commence lawsuits against others who we believe are infringing upon our rights. Our involvement in intellectual property litigation could result in significant expense, adversely affecting the development of sales of the challenged product and diverting the efforts of our technical and management personnel, whether or not such litigation is resolved in our favor.

In the event of an adverse outcome as a defendant in any such litigation, we may, among other things, be required to pay substantial damages; cease the development, use or sale of services or products that infringe upon other patented intellectual property; expend significant resources to develop or acquire non-infringing intellectual property; discontinue the use or application of infringing technology; or obtain licenses to the infringing intellectual property. We cannot ensure that we would be successful in such development or acquisition or that such licenses would be available upon reasonable terms. Any such development, acquisition or license could require the expenditure of substantial time and other resources and could have a negative effect on our business and financial results.

An adverse outcome as plaintiff in any such litigation, in addition to the costs involved, may, among other things, result in the loss of the intellectual property (such as a patent) that was the subject of the lawsuit by a determination of invalidity or unenforceability, significantly increase competition as a result of such determination, and require the payment of penalties resulting from counterclaims by the defendant.

We may in the future be a party to intellectual property rights claims and other litigation matters, which, if resolved adversely, could harm our business.

We protect our intellectual property through patents, copyrights, trademarks, domain names and trade secrets and, from time to time, are subject to litigation based on allegations of infringement, misappropriation or other violations of intellectual property or other rights. As we face increasing competition and gain an increasingly high profile, the possibility of intellectual property rights claims, commercial claims and other assertions against us grows. We may from time to time in the future become, a party to litigation and disputes related to our intellectual property, our business practices and our proprietary technology, products and services. The costs of supporting litigation and dispute resolution proceedings may be considerable, and there can be no assurances that a favorable outcome would be obtained. We may need to settle litigation and disputes on terms that are unfavorable to us, or we may be subject to an unfavorable judgment that may not be reversible upon appeal. The terms of any settlement or judgment could require us to cease some or all of our operations or pay substantial amounts to the other party. Even if we were to prevail in such a litigation or dispute, it could be costly and time consuming and divert the attention of our management and key personnel from our business operations. During the course of any potential litigation or dispute, we could make announcements regarding the results of hearings and motions and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of our Class A Common Stock may decline. With respect to any intellectual property rights claim, we may have to seek a license to continue practices found to be in violation of third-party rights, which may not be available on reasonable terms and may significantly increase our operating expenses. A license to continue such practices may not be available to us at all, and we may be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative, non-infringing technology or practices could require significant effort and expense. Our business could be harmed as a result.

Table of Contents

Our use of third-party open-source software could negatively affect our ability to offer and sell subscriptions to our platform and subject us to possible litigation.

A portion of the technologies we use incorporates third-party open-source software, and we may incorporate third-party open-source software in the future. Open-source software is generally licensed by its authors or other third parties under open-source licenses. From time to time, companies that use third-party open-source software have faced claims challenging the use of such open-source software and requesting compliance with the open-source software license terms. Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open-source software or claiming non-compliance with the applicable open-source licensing terms. Some open-source software licenses require end-users who use, distribute or make available across a network software and services that include open-source software to offer aspects of the technology that incorporates the open-source software for no cost. We may also be required to make publicly available source code (which in some circumstances could include valuable proprietary code) for modifications or derivative works we create based upon, incorporating or using the open-source software and/or to license such modifications or derivative works under the terms of the particular open-source license. Additionally, if a third-party software provider has incorporated open-source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. While we employ practices designed to monitor our compliance with the licenses of third-party open-source software and protect our valuable proprietary source code, we may inadvertently use third-party open-source software in a manner that exposes us to claims of non-compliance with the terms of their licenses, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open-source software licenses, almost none of which have been tested in courts of law to provide guidance of their proper legal interpretations. If we were to receive a claim of non-compliance with the terms of any of these open-source licenses, we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some of our software. Any of the foregoing could disrupt and harm our business.

Risks Related to Regulations

Our actual or perceived failure to comply with privacy, data protection and information security laws, regulations, and obligations could harm our business.

We receive, store, process and use personal information and other user content. There are numerous federal, state, local and international laws and regulations regarding privacy, data protection, information security and the storing, sharing, use, processing, transfer, disclosure and protection of personal information and other content, the scope of which is changing, subject to differing interpretations and may be inconsistent among countries, or conflict with other rules. We are also subject to the terms of our privacy policies and obligations to third parties related to privacy, data protection and information security. We strive to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security to the extent possible. However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain, uncertain for the foreseeable future, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. For example, in May 2018, the General Data Protection Regulation (GDPR) went into effect in the European Union (EU). The GDPR imposed more stringent data protection requirements and provides greater penalties for noncompliance than previous data protection laws, including potential penalties of up to €20 million or 4% of annual global revenues. Further, following a referendum in June 2016 in which voters in the United Kingdom approved an exit from the EU, the United Kingdom government has initiated a process to leave the EU, known as Brexit. Brexit has created uncertainty with regard to the regulation of data protection in the United Kingdom. In particular, although the United Kingdom enacted a Data Protection Act in May 2018 that is designed to be consistent with the GDPR, uncertainty remains regarding how data transfers to and from the United Kingdom will be regulated. California enacted the California Consumer Privacy Act of 2018 (CCPA), which became effective January 1, 2020, that affords consumers expanded privacy protections. The CCPA was recently amended, and it is possible that it will be amended in the future. The CCPA gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation.

Table of Contents

With laws and regulations such as the GDPR in the EU and the CCPA in the United States imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so. Any failure or perceived failure by us to comply with our privacy policies, our privacy-, data protection- or information security-related obligations to users or other third parties or any of our other legal obligations relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others, and could result in significant liability or cause our users to lose trust in us, which could have an adverse effect on our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our platform.

Additionally, if third parties we work with, such as vendors or developers, violate applicable laws or regulations or our policies, such violations may also put our users’ content at risk and could in turn have an adverse effect on our business. Any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of our users’ content, or regarding the manner in which the express or implied consent of users for the collection, use, retention or disclosure of such content is obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete and may limit our ability to store and process user data or develop new services and features.

We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.

Our platform and associated products are subject to various restrictions under U.S. export control and sanctions laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations (EAR) and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. The U.S. export control laws and U.S. economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products and services to U.S. embargoed or sanctioned countries, governments, persons and entities, and also require authorization for the export of certain encryption items. In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements and have enacted or could enact laws that could limit our ability to distribute our platform or could limit our hosts’ ability to implement our platform in those countries.

To the best of our knowledge, we have not made our software products available to customers, including users in embargoed or sanctioned countries, in apparent violation of the EAR; provided, however, that we do have one customer located in Russia. If we are found to be in violation of U.S. economic sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. We may also be adversely affected through other penalties, reputational harm, loss of access to certain markets or otherwise.

Changes in our platform, or changes in export, sanctions and import laws, may delay the introduction and sale of subscriptions to our platform in international markets, prevent our customers with international operations from using our platform or, in some cases, prevent the access or use of our platform to and from certain countries, governments, persons or entities altogether. Further, any change in export or import regulations, economic sanctions or related laws, shift in the enforcement or scope of existing regulations or change in the countries, governments, persons or technologies targeted by such regulations could result in decreased use of our platform or in our decreased ability to export or sell our platform to existing or potential customers with international operations. Any decreased use of our platform or limitation on our ability to export or sell our platform would likely harm our business.

We may be subject to, or assist law enforcement with enforcement of, a variety of U.S. and international laws that could result in claims, increase the cost of operations or otherwise harm our business due to changes in the laws, changes in the interpretations of the laws, greater enforcement of the laws or investigations into compliance with the laws.

We may be subject to, or assist law enforcement with enforcement of, various laws, including those covering copyright, indecent content, child protection, consumer protection, telecommunications services, taxation and similar matters. There may be instances where improper or illegal content has been shared on our platform without our knowledge. As a service provider, we do not monitor our platform to evaluate the legality of content shared on it. While to date

Table of Contents

we have not been subject to material legal or administrative actions as a result of this content, the laws in this area are currently in a state of flux and vary widely between jurisdictions. Accordingly, it may be possible that in the future we and our competitors may be subject to legal actions, along with the users who shared such content. In addition, regardless of any legal liability we may face, our reputation could be harmed should there be an incident generating extensive negative publicity about the content shared on our platform. Such publicity would harm our business.

We are also subject to consumer protection laws that may impact our sales and marketing efforts, including laws related to subscriptions, billing and auto-renewal. These laws, as well as any changes in these laws, could adversely affect our ability in the future to retain and upgrade customers and attract new customers for our planned future ThinkHub Cloud™ products. Additionally, we may from time to time in the future become the subject of inquiries and other actions by regulatory authorities as a result of our business practices, including our subscription, billing and renewal policies. Consumer protection laws may be interpreted or applied by regulatory authorities in a manner that could require us to make changes to our operations or incur fines, penalties or settlement expenses, which may result in harm to our business.

Our platform depends on the ability of our customers and users to access the internet. If we fail to anticipate developments in the law, or fail for any reason to comply with relevant law, our platform could be blocked or restricted, and we could be exposed to significant liability that could harm our business. We are also subject to various U.S. and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering or providing improper payments or benefits to officials and other recipients for improper purposes. Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as we continue to expand our international presence, and any failure to comply with such laws could harm our business.

Risks Related to this Offering and the Ownership of Our Securities

An active trading market for our securities may never develop or be sustained.

We have applied to list our Class A Common Stock on the Nasdaq Capital Market under the symbol “THNK”. However, we cannot assure you that an active trading market for our Class A Common Stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the likelihood that an active trading market for our Class A Common Stock will develop or be maintained, your ability to sell your shares of our Class A Common Stock when desired or the prices that you may obtain for your shares of Class A Common Stock.

The trading price of our securities may be volatile, and you could lose all or part of your investment.

Prior to this Offering, there has been no public market for shares of our Class A Common Stock. The initial public offering price of the Class A Common Stock was determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our Class A Common Stock following this Offering. In addition, the trading price of our Class A Common Stock following this Offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Class A Common Stock as you might be unable to sell your shares of Class A Common Stock at or above the price you paid in this Offering for the shares. Factors that could cause fluctuations in the trading price of our Class A Common Stock include the following:

• price and volume fluctuations in the overall stock market from time to time;

• volatility in the trading prices and trading volumes of technology stocks;

• changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

• sales of shares of our Class A Common Stock by us or our stockholders;

Table of Contents

• failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

• the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

• announcements by us or our competitors of new products, features, or services;

• the public’s reaction to our press releases, other public announcements and filings with the SEC;

• rumors and market speculation involving us or other companies in our industry;

• actual or anticipated changes in our results of operations or fluctuations in our results of operations;

• actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

• litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

• developments or disputes concerning our intellectual property or other proprietary rights;

• announced or completed acquisitions of businesses, products, services or technologies by us or our competitors;

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

• changes in accounting standards, policies, guidelines, interpretations or principles;

• any significant change in our management; and

• general economic conditions and slow or negative growth of our markets.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. Broad market and industry factors may significantly affect the market price of our Class A Common Stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A Common Stock shortly following this Offering. If the market price of shares of our Class A Common Stock after this Offering does not ever exceed the initial public offering price of the shares, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Common Stock.

In addition to the risks addressed above in “— The trading price of our securities may be volatile, and you could lose all or part of your investment.,” our Class A Common Stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few stockholders have on the price of our Class A Common Stock, which may cause the price of our Class A Common Stock to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Class A Common Stock experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the

Table of Contents

rapidly changing value of our Class A Common Stock. In addition, investors of in shares of our Class A Common Stock may experience losses, which may be material, if the price of our Class A Common Stock declines after this Offering or if such investors purchase shares of our Class A Common Stock prior to any price decline.

The dual class structure of our common stock as created in our amended and restated certificate of incorporation has the effect of concentrating voting control with those stockholders who held our stock prior to this Offering, including our executive officers, employees and directors and their affiliates, limiting your ability to influence corporate matters.

Our Class B Common Stock has 10 votes per share, and our Class A Common Stock, which is the stock we are offering in this Offering, has one vote per share. Stockholders who hold shares of Class B Common Stock, including our executive officers, employees and directors and their affiliates, will together hold approximately 67% of the voting power of our outstanding capital stock following the completion of this Offering. Our directors, executive officers, employees and 5% stockholders and their respective affiliates will together hold approximately 71% of the voting power of our outstanding voting capital stock following the completion of this Offering. Following the completion of this Offering, our founder, President and Chief Executive Officer, Michael Feldman, will hold approximately 14.3% of our outstanding capital stock, but will control approximately 32% of the voting power of our outstanding voting capital. Therefore, these holders will have significant influence over our management and affairs and over all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of T1V or our assets, for the foreseeable future. Each share of Class B Common Stock will be automatically converted into one share of Class A Common Stock upon the earlier of (i) the date that is six months after the date that the Co-Founders both no longer serve as an officer, director or are employed by T1V; (ii) the date that is six months after the death of the last to die of the Co-Founders; and (iii) the date specified by the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class.

In addition, the holders of Class B Common Stock collectively will continue to be able to control all matters submitted to our stockholders for approval even if their stock holdings represent less than a majority of the outstanding shares of our common stock. This concentrated control will limit your ability to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A Common Stock could be adversely affected. Future transfers by holders of Class B Common Stock will generally result in those shares converting to Class A Common Stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B Common Stock who retain their shares in the long term. If, for example, Mr. Feldman retains a significant portion of his holdings of Class B Common Stock for an extended period of time, he could, in the future, control a majority of the combined voting power of our Class A Common Stock and Class B Common Stock. As a board member, Mr. Feldman owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Feldman is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.

The dual class structure of our common stock as created in our amended and restated certificate of incorporation may limit our Class A Common Stock from being included in certain market indices and may also raise questions with Nasdaq, in connection with our application for the trading of our Class A Common Stock on the Nasdaq Capital Market.

In July 2017, FTSE Russell and Standard & Poor’s announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in any of these indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. Nasdaq has also informed companies considering listing on any of the Nasdaq markets that they will closely review the terms of applicants having or contemplating dual or multi-class capital structures and we will need to assure that the terms of our Class A Common Stock and Class B Common Stock are acceptable to Nasdaq. It is possible that having a dual class structure may depress valuations of our Class A Common Stock or depress our trading volume compared to those of other similar companies that do not have dual class structures.

Table of Contents

If you purchase the Class A Common Stock in this Offering, you will incur immediate and substantial dilution in the book value of your investment.

The effective price of our Class A Common Stock being offered in this Offering is substantially higher than the pro forma net tangible book value per share of our Class A Common Stock and Class B Common Stock outstanding immediately following the completion of this Offering. Therefore, if you purchase Class A Common Stock in this Offering at the assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover of this prospectus, you will experience immediate dilution of $4.62 per share of Class A Common Stock, the difference between the effective price per share you pay for our Class A Common Stock in this Offering and the pro forma net tangible book value per share of the Class A Common Stock, after giving effect to the issuance of shares of our Class A Common Stock in this Offering. This dilution is due in large part to the fact that our earlier investors paid substantially less than the effective price of the Class A Common Stock paid by investors in this Offering, when they purchased their shares of common stock. In addition, we have issued options to purchase up to 733,875 shares of Class A Common Stock with an average weighted exercise price of $0.96 per share and warrants to purchase up to 49,596 shares of Class A Common Stock with a weighted exercise price of $5.00 per share (which number of shares and exercise price assume an initial public offering price of $5.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus), to acquire our Class A Common Stock, all of which are at prices significantly below the effective price of the Class A Common Stock being offered in this Offering. To the extent outstanding options and/or warrants are ultimately exercised, there will be further dilution to investors purchasing Class A Common Stock in this Offering. In addition, if we issue additional equity securities, you will experience additional dilution.

Conversion of our convertible debt securities will dilute the ownership interest of our existing and prospective stockholders if such conversion will be at a price lower than the price of our shares sold in this Offering, or may otherwise depress the price of our Class A Common Stock.

We currently intend to convert approximately $9.7 million in principal amount of convertible debt securities (including accrued interest) into shares of our Class A Common Stock and Class B Common Stock upon completion of this Offering. To the extent such conversion will be at a price lower than the price of our Class A Common Stock sold in this Offering, The conversion of such convertible debt securities will dilute the ownership interests of existing stockholders and investors in this Offering. Any future sales in the public market of our Class A Common Stock issuable upon such conversion of the convertible debt securities could adversely affect prevailing market prices of our Class A Common Stock.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

Even if our securities are listed on Nasdaq, we cannot assure you that our securities will continue to be listed on Nasdaq.

In addition, following this Offering, in order to maintain our listing on Nasdaq, we will be required to comply with certain rules of Nasdaq, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy Nasdaq criteria for maintaining our listing, our securities could be subject to delisting.

If Nasdaq does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

• a limited availability for market quotations for our securities;

• reduced liquidity with respect to our securities;

• a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock;

• limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Table of Contents

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities following the completion of this Offering. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell Class A Common Stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Class A Common Stock.

We will have broad discretion in the use of net proceeds from this Offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.

Except as otherwise specifically provided in this prospectus, we cannot specify with any certainty the particular uses of the net proceeds that we will receive from this Offering. Our management will have broad discretion over the use of net proceeds from this Offering, including for any of the purposes described in “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Investors may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that will determine our use of the net proceeds from this Offering, their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this Offering effectively could impair our ability to pursue our growth strategy or could require us to raise additional capital.

Substantial future sales of shares of our Class A Common Stock and Class B Common Stock could cause the market price of our Class A Common Stock to decline.

Sales of a substantial number of shares of our Class A Common Stock and Class B Common Stock (after converting to Class A Common Stock) in the public market following the completion of this Offering, or the perception that these sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Common Stock.

Upon the completion of this Offering, we will have outstanding a total of 8,298,180 shares of Class A Common Stock and 2,463,607 shares of Class B Common Stock, assuming (i) the conversion, immediately prior to the completion of this Offering, of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250 shares of Class B Common Stock; (ii) the conversion, immediately prior to the completion of this Offering, of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650 shares of Class A Common Stock; (iii) the payment of the Series B Dividend, pursuant to the issuance of an aggregate of 339,888 shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,699,438, as of March 31, 2023, and, in addition, the issuance of additional shares of Class A Common Stock, based on an additional dividend accrual of $536.00 per day through the closing of this Offering, divided by $5.00 (the value of each share of Class A Common Stock assuming an initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus) (iv) the conversion, upon the completion of this Offering, of an aggregate of $3,357,730 in principal amount of certain convertible notes, plus $543,216 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 1,031,214 shares of Class A Common Stock, plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $833.00 per day; (v) the conversion, upon the completion of this Offering, of an aggregate of $600,000 in principal amount of certain convertible notes held by T1 Investment, plus $662,597 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted) plus such additional shares of Class A Common Stock and Class B Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $197.00 per day (31% of which will be converted into Class A Common Stock and 69% of which will be converted into Class B Common Stock); (vi) the conversion, upon the completion of this Offering, of an aggregate of $800,000 in original principal amount of certain convertible notes held by WH&W, plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018) into 188,449 shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted);

Table of Contents

(vii) the conversion, upon the completion of this Offering, of an aggregate of $1,700,000 in original principal amount and accrued interest under the Decathlon Note, which was not previously convertible, into 340,000 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (viii) the conversion, upon the completion of this Offering, of an aggregate of $564,000 in original principal amount and accrued interest under the Side Letter, which was not previously convertible, into 112,800 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (ix) the conversion, upon the completion of this Offering, of an aggregate of $499,118 in original principal amount of notes payable to Michael Feldman, the Company’s Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 175,684 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $82.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (x) the conversion, upon the completion of this Offering, of an aggregate of $200,000 in original principal amount of certain promissory notes held by Ross Annable, an affiliate of the Company, which promissory notes were not previously convertible, plus $16,800 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 43,360 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price is lower than $5.00 per share; (xi) the conversion, upon the completion of this Offering, of an aggregate of $57,638 in original principal amount of certain promissory notes held by Elizabeth Goode, certain other noteholders, and James Morris (a “Co-Founder”), which promissory notes were not previously convertible, plus $55,927 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 22,713 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (xii) the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400 shares of Class A Common Stock, at an exercise price of $0.004 per share, by Christopher McKee, WH&W and Decathlon; (xiii) the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount of a certain convertible promissory note held by KARL STORZ and $10,845 in accrued interest and unpaid thereof (accrued interest through March 31, 2023) into 210,502 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $285.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (xiv) the conversion, upon the completion of this Offering, of $81,000 of accrued and unpaid interest (accrued interest through March 31, 2023) relating to a certain promissory note in the original principal amount of $75,000, issued to IMAF, which promissory note was not previously convertible, into 16,200 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock, based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $25.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (xv) 3,100 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.0004 per share, which are automatically exercisable upon the closing of this Offering; and (xvi) the occurrence of the Split at a ratio of 25-for-1, as authorized and approved by our board of directors and approved by our stockholders of February 28, 2023, and which Split was effective as of April 4, 2023; and excluding (A) 2,463,607 shares of Class A

Table of Contents

Common Stock into which shares of Class B Common Stock are convertible, at any time, at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock converted; (B) 49,596 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $5.00 per share (assuming an initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus) and giving effect to the termination of warrants which would have been exercisable for 456,567 shares of Class A Common Stock, with a weighted average exercise price of $5.00, if such warrants had not been cancelled prior to the consummation of this Offering; (C) 733,875 shares of our Class A Common Stock issuable upon the exercise of options to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.96 per share; (D) 800,000 shares of our Class A Common Stock reserved for future issuance under our 2023 Plan, which will become effective in connection with this Offering; and (E) 120,800 shares of our Class A Common Stock issuable upon the exercise of the Representative’s Warrants to be issued upon consummation of this Offering which are exercisable for up to 4% of the aggregate number of shares of Class A Common Stock sold in this Offering, excluding any Representative’s Warrants sold pursuant to the exercise of the Over-Allotment Option. Of these shares, only the shares of Class A Common Stock sold in this Offering will be freely tradable, without restriction, in the public market immediately after this Offering. All of our executive officers and directors and the holders of substantially all the shares of our capital stock and securities convertible into or exchangeable for our capital stock have entered into market standoff agreements with us or have entered or will enter into lock-up agreements with the underwriters that restrict their ability to transfer shares of our capital stock during the period ending on, and including, the 180th day after the completion of this Offering, subject to specified exceptions. We refer to such period as the lock-up period. We and the underwriters may permit certain stockholders who are subject to these market standoff agreements or lock-up agreements to sell shares prior to the expiration of the lock-up period. After the end of the lock-up period, all shares of Class A Common Stock outstanding as of [•], 2023, will become eligible for sale, of which shares held by directors, executive officers and other affiliates will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and various vesting agreements.

In addition, we intend to register all 733,875 shares of Class A Common Stock that are issuable upon the exercise of the outstanding options, mentioned above, as well as any other shares of Class A Common Stock issuable upon exercise or settlement of any options or other equity incentives we may grant in the future for public resale under the Securities Act, pursuant to a Registration Statement on Form S-8 or as otherwise determined by our board of directors. Accordingly, these shares will become eligible for sale in the public market to the extent such options are exercised, subject to the lock-up agreements described above and compliance with applicable securities laws.

Further, we intend to register all of the shares of Class A Common Stock issuable upon the exercise of (i) the 3,100 shares of Class A Common Stock exercisable pursuant to outstanding warrants, with a weighted exercise price of $0.0004, mentioned above and (ii) 49,596 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $5.00 per share, also mentioned above, for public resale under the Securities Act, pursuant to a Registration Statement on Form S-1 or as otherwise determined by our board of directors. Accordingly, these shares will become eligible for sale in the public market to the extent such warrants are exercised, subject to the lock-up agreements described above and compliance with applicable securities laws.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and the rules and regulations of the applicable listing standards of the Nasdaq Capital Market. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal

Table of Contents

control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems and controls to accommodate such changes. For example, we will need to implement new revenue recognition modules into our existing enterprise resource planning system to facilitate the preparation of our financial statements under ASC 606. We will also be required to adopt ASU 2016-02, Leases (Topic 842), which requires, among other things, lessees to recognize most leases on-balance sheet via a right of use asset and lease liability, beginning February 1, 2019. We have limited experience with implementing the systems and controls that will be necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq Capital Market. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until our first annual report filed with the SEC where we are an accelerated filer or a large accelerated filer. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business and could cause a decline in the trading price of our Class A Common Stock.

Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A Common Stock may be lower as a result.

There are provisions in our second amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect following this Offering, that may make it difficult for a third party to acquire, or attempt to acquire, control of T1V, even if a change in control was considered favorable by our stockholders.

Our charter documents, upon the completion of this Offering, will also contain other provisions that could have an anti-takeover effect, such as:

• permitting the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

• prohibiting cumulative voting for directors;

Table of Contents

• authorizing the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• eliminating the ability of stockholders to call special meetings of stockholders;

• our dual class common stock structure as described above.

Any provision in our second amended and restated certificate of incorporation or our amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A Common Stock and could also negatively affect the price that some investors are willing to pay for our Class A Common Stock.

The market price and trading volume of our Class A Common Stock could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business.

The trading market for our Class A Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If one or more of the analysts who cover us downgrade our Class A Common Stock or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of our Class A Common Stock to decline.

We will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies in the United States, which may harm our business.

As a public company listed in the United States, we will incur significant additional legal, accounting and other expenses. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and Nasdaq, may increase legal and financial compliance costs and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts, we fail to comply with new laws, regulations and standards, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events would also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management.

We are an “emerging growth company,” and we intend to comply only with reduced disclosure requirements applicable to emerging growth companies. As a result, our Class A Common Stock could be less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of this Offering, (b) in which we have total annual gross revenue of over $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th

Table of Contents

and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this Offering is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this Offering if either (1) the market value of our stock held by non-affiliates is less than $250 million or (2) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

We cannot predict if investors will find our Class A Common Stock less attractive if we choose to rely on these exemptions. If some investors find our Class A Common Stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Class A Common Stock, and our stock price may be more volatile.

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We do not intend to pay cash dividends for the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any cash dividends in the foreseeable future. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial condition. In addition, terms of any future debt or preferred securities may further restrict our ability to pay dividends on our common stock. As a result, stockholders must rely on sales of their Class A Common Stock after price appreciation as the only way to realize any future gains on their investment. The market price for our Class A Common Stock may never exceed, and may fall below, the price that you pay for the shares of Class A Common Stock in this Offering.

Our second amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our second amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this Offering, will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, or the second amended and restated certificate of incorporation or the amended and restated bylaws (as each may be amended from time to time); (iv) any action to interpret, apply, enforce or determine the validity of our second amended and restated certificate of incorporation or amended and restated bylaws (as each may be amended from time to time, including

Table of Contents

any right, obligation or remedy thereunder); or (v) any claim or cause of action against us or any of our current or former directors, officers or employees that is governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over indispensable parties named as defendants.

Our second amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this provision. This exclusive-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees.

If a court were to find this exclusive-forum provision in our second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

The foregoing provisions of our second amended and restated certificate of incorporation will not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our second amended and restated certificate of incorporation provides that unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

Delaware law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Delaware law also authorizes Delaware corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by Delaware law.

We also have entered into indemnification agreements with our directors and officers, whereby we have agreed to indemnify our directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Company, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Company.

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the laws of the State of Delaware, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

General Risks

Our business may be significantly impacted by a change in the economy, including any resulting effect on consumer or business spending.

Our business may be affected by changes in the economy generally, including any resulting effect on spending by our customers. While some of our customers may consider our platform to be a cost-saving purchase, decreasing the need for business travel, others may view a subscription to our platform as a discretionary purchase, and our customers may reduce their discretionary spending on our platform during an economic downturn. If an economic downturn were to occur, we may experience such a reduction in demand and loss of customers, especially in the event of a prolonged recessionary period.

Table of Contents

Our business could be disrupted by catastrophic events.

Occurrence of any catastrophic event, including earthquake, fire, flood, tsunami or other weather event, power loss, telecommunications failure, software or hardware malfunctions, cyber-attack, war or terrorist attack, could result in lengthy interruptions in our service. In addition, acts of terrorism could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements, our service could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver products to our users would be impaired, or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business would be harmed.

We are exposed to the credit and other counterparty risk of our customers in the ordinary course of our business.

Our customers have varying degrees of creditworthiness, and we may not always be able to fully anticipate or detect deterioration in their creditworthiness and overall financial condition, which could expose us to an increased risk of nonpayment under our contracts with them. In the event that a material customer or customers default on their payment obligations to us, discontinue buying services from us or use their buying power with us to reduce its revenue, this could materially adversely affect our financial condition, results of operations or cash flows.

We will incur significant accounting and administrative costs as a publicly traded corporation that impact our financial condition.

As a publicly traded corporation, we will incur certain costs to comply with regulatory requirements. If regulatory requirements were to become more stringent or if controls thought to be effective later fail, we may be forced to make additional expenditures, the amounts of which could be material. Some of our competitors are privately owned so their comparatively lower accounting and administrative costs can be a competitive disadvantage for us. Should our sales continue to decline or if we are unsuccessful at increasing prices to cover higher expenditures for internal controls and audits, our costs associated with regulatory compliance will rise as a percentage of sales.

Our success is highly dependent on the evolution of our overall market and on general economic conditions.

The market for collaboration technology and services is evolving rapidly. Although certain industry analysts project significant growth for this market, their projections may not be realized. Our future growth depends on broad acceptance and adoption of collaboration technologies and services. There can be no assurance that this market will grow, that our offerings will be adopted or that businesses will purchase our collaboration technologies and services. If we are unable to react quickly to changes in the market, if the market fails to develop or develops more slowly than expected, or if our services do not achieve market acceptance, then we are unlikely to achieve profitability. Additionally, adverse economic conditions may cause a decline in business and consumer spending which could adversely affect our business and financial performance.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this prospectus include, without limitation, statements about:

• customer acceptance and demand for our collaboration services and products;

• our ability to compete effectively in the visual collaboration market;

• the quality and reliability of our services;

• the prices for our products and services;

• the increased compensation costs to hire and retain qualified employees;

• customer renewal rates;

• risks related to the degree to which our sales, now or in the future, depend on certain large channel partner relationships;

• customer acquisition costs;

• actions by our competitors, including price reductions for their competitive services;

• our ability to innovate technologically, and, in particular, our ability to develop next generation visual collaboration technology;

• our ability to satisfy the standards for continued listing of our common stock on the Nasdaq Capital Market;

• changes in our capital structure and/or stockholder mix;

• the costs, disruption, and diversion of management’s attention associated with campaigns commenced by activist investors; and

• our management’s ability to execute its plans, strategies and objectives for future operations.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the section entitled “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

Table of Contents

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we assume no obligation to update or revise any forward-looking statements except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to rely unduly upon these statements.

Table of Contents

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, while we believe the industry, market and competitive position data included in this prospectus is reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.

Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of shares of our Class A Common Stock in this Offering will be approximately $13,170,337, assuming an initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us from this Offering by approximately $2,748,200, assuming the number of shares of Class A Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares of Class A Common Stock we are offering. Each increase or decrease of 1.0 million shares in the number of shares of Class A Common Stock we are offering would increase or decrease, as applicable, the net proceeds to us from this Offering by approximately $4,550,000, assuming the assumed initial public offering price to the public remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the initial price to the public or the number of shares by these amounts would have a material effect on the uses of the proceeds from this Offering, although it may accelerate the time at which we will need to seek additional capital.

The principal purposes of this Offering are to increase our capitalization and financial flexibility and create a public market for our Class A Common Stock.

We currently intend to use the net proceeds from this Offering as follows:

• approximately $2 million for sales and marketing of ThinkHub Cloud™ product offerings;

• approximately $2 million for research and development;

• approximately $2 million to repay outstanding indebtedness to certain existing creditors, as provided below, including payment of accrued and unpaid interest thereon as well as fees related to conversion of indebtedness into shares of Class A Common Stock upon the completion of this Offering; and

• the remainder, if any, for working capital and other general corporate purposes.

We intend repay up to an aggregate of approximately $2 million in outstanding indebtedness from the net proceeds of this Offering, allocated as follows:

• Approximately $1.5 million in outstanding indebtedness, including accrued and unpaid interest thereon to Decathlon in repayment of a revenue loan, as well as fees paid in connection with an agreement to convert certain outstanding indebtedness into shares of Class A Common Stock at the closing of this Offering;

• Approximately $100,000 in outstanding convertible note interest on a convertible promissory note in the original principal amount of $800,000 payable to WH&W, which principal amount is being converted into shares of Class A Common Stock and Class B Common Stock upon the completion of this Offering.

• Approximately $145,000 in outstanding indebtedness in repayment of a revenue loan to WH&W, an affiliated stockholder of which John Stein, one of our directors, who is resigning as a director of the Company, upon the closing of this Offering, and who is also a Co-Founder of Fidelis Capital, LLC, the investment sub-advisor of WH&W, which includes an IPO deferral fee of $22,500;

• Approximately $145,000 in outstanding indebtedness in repayment of a revenue loan to Christopher McKee, one of our directors, who is resigning as director of the Company, upon the closing of this Offering, and who is also the Manager of T1 Investment, which includes an IPO deferral fee of $22,500; and

• Approximately $114,000 in indebtedness relating to outstanding loans from Ross Annable, a 5% shareholder of the Company.

Table of Contents

We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. The expected use of net proceeds from this Offering represents our intentions based upon our present plans and business conditions. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this Offering. Due to uncertainties inherent in our business, it is difficult to estimate the exact amounts of the net proceeds that will be used for any particular purpose. We may use our existing cash and the future payments, if any, to fund our operations, which may alter the amount of net proceeds used for a particular purpose. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors, including our ability to attract and hire qualified candidates, rate of adoption of our products and, specifically, ThinkHub Cloud™, any infringement of our patents and specific larger customer opportunities that could require investment. Accordingly, we will have broad discretion in using these proceeds.

Based on our current plans, we believe that our existing cash, together with the net proceeds from this Offering and will be sufficient to fund our operating expenses and capital expenditure requirements until at least [•], 2024 (12 months after the completion of this Offering), but may be less depending on the aggregate amount of net proceeds we receive in this Offering, including as a result of the fact that we will not receive net proceeds from the sale of any of the over-allotment shares by the underwriters, pursuant their Over-Allotment Option.

Pending the uses described above, we plan to invest the net proceeds of this Offering in short- and immediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

Table of Contents

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. In addition, we may enter into agreements in the future that could contain restrictions on payments of cash dividends. Investors should not purchase shares of Class A Common Stock with the expectation of receiving cash dividends.

Our board of directors has authorized and approved and our stockholders approved on February 28, 2023, an amendment to our certificate of incorporation to provide for the declaration and payment of the Series B Dividend in shares of our Class A Common Stock upon the conversion of our shares of Series B Preferred Stock in connection with this Offering.

Table of Contents

CAPITALIZATION

The following table sets forth our cash, cash equivalents and our capitalization as of December 31, 2022, as follows:

• on an actual basis;

• on a pro forma basis;

(i) the reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class A Common Stock, which occurred on February 28, 2023, as if such reclassification had occurred on December 31, 2022;

(ii) the conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250 shares of Class B Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022;

(iii) the conversion of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650 shares of Class A Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022;

(iv) the payment of the Series B Dividend, pursuant to the issuance of 339,888 shares of Class A Common Stock to the holders of Series B Preferred Stock, upon the conversion of the outstanding shares of Series B Preferred Stock, prior to the completion of this Offering, into shares of Class A Common Stock, as if such dividend had been paid on December 31, 2022;

(v) the conversion of an aggregate of $3,415,369 in principal amount of certain convertible notes, plus $599,143 of accrued and unpaid interest thereon, into 1,053,927 shares of Class A Common Stock, prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022;

(vi) the conversion of an aggregate of $600,000 in principal amount of certain convertible notes held by T1 Investment, plus $668,712 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted), prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022;

(vii) the conversion of an aggregate of $800,000 in original principal amount of certain convertible notes held by WH&W, plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018) into 188,449 shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted), prior the completion of this Offering, as if such conversion had occurred on December 31, 2022;

(viii) the conversion of $499,118 in principal amount of notes payable to the Company’s Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 175,684 shares of Class A Common Stock, prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022;

(ix) the occurrence of the Split at a ratio of 25-for-1, as authorized and approved by our board of directors and approved by our stockholders of February 28, 2023, and which Split was effective as of April 4, 2023;

(x) the conversion of $1,700,000 of accrued and unpaid interest thereon of revenue loans held by Decathlon into 340,000 shares of Class A Common Stock, $282,000 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) of revenue loans held by WH&W into 56,400 shares of Class A Common Stock, $282,000 of accrued and unpaid interest thereon of revenue loans held by Christopher McKee into 56,400 shares of Class A Common Stock, as if such conversion had occurred on December 31, 2022;

Table of Contents

(xi) the exercise of warrants for 137,400 shares of Class A Common Stock, with a weighted average exercise price of $0.004, prior to the completion of this Offering, as if such exercise had occurred on December 31, 2022;

(xii) the termination of warrants which would have been exercisable for 689,850 shares of Class A Common Stock, with a weighted average exercise price of $5.00, prior to the completion of this Offering, as if such warrants had been cancelled on December 31, 2022;

(xiii) the issuance of warrants to Decathlon exercisable for 34,000 shares of Class A Common Stock, to WH&W exercisable for 5,640 shares of Class A Common Stock, to Christopher McKee for the purchase of 5,640 shares of Class A Common Stock, and to Ross Annable exercisable for 4,316 shares of Class A Common Stock, all at an exercise price of $5.00 per share, as if the issuance occurred on December 31, 2022;

(xiv) the conversion of $200,000 in principal amount of notes payable to the Ross Annable, an affiliate of the Company, which promissory notes were not previously convertible, plus $16,800 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 43,360 shares of Class A Common Stock, prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022;

(xv) the exercise of warrants for 3,100 shares of Class A Common Stock with a weighted exercise price of $0.0004 as if such exercise had occurred on December 31, 2022;

(xvi) the conversion, of $81,000 of accrued and unpaid interest (accrued interest through March 31, 2023) of a certain promissory note of $75,000 in original principal amount held by IMAF, into 16,200 shares of Class A Common Stock; and

(xvii)the conversion, of $1,041,667 in original principal amount and $10,845 in accrued and unpaid interest (accrued interest through March 31, 2023) of a promissory note held by KARL STORZ, into 210,502 shares of Class A Common Stock, as if such conversion had occurred on December 31, 2022.

• on a pro forma as adjusted basis

(i) our issuance and sale of shares of Class A Common Stock in this Offering at an assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us;

(ii) the repayment of approximately $1.705 million in principal amount of outstanding indebtedness, including accrued and unpaid interest thereon, owed to certain of the Company’s creditors, including certain affiliates of the Company, from the net proceeds of this Offering.

(iii) the payment of $250,000 in fees in addition to the obligation to Decathlon, $22,500 in fees in addition to the obligation to WH&W, and $22,500 in fees in addition to the obligation to Christopher McKee related to the Company’s amendment of its revenue loans in April 2022, which extended the maturity date to June 30, 2023 and which shall be due and payable upon the maturity date;

Table of Contents

The pro forma and pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this Offering will be adjusted based on the actual initial public offering price and other terms of this Offering determined at pricing. You should read this information in conjunction with our financial statements and the related notes included in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained in this prospectus.

	As of December 31, 2022
Capitalization in U.S. Dollars	Actual		Pro Forma		Pro Forma As Adjusted(1)(2)
Cash	$	73,301	$	1,173,083	$	12,346,133
Debt
Line of credit
Advances under factoring arrangements		143,343		143,343		143,343
Convertible notes payable, current portion		742,423		84,786		84,786
Convertible notes payable at fair value, current portion		7,203,653		—		—
Current portion of long-term debt, net of discount on debt		1,591,297		1,591,297		41,297
Related party notes payable		748,492		100,000		—
Long-term debt
Long-term debt, less current portion and discount on debt		2,233,303		2,233,303		2,233,303
Warrant liability		1,703,189
Total Debt		14,365,700		4,152,730		2,502,730
Mezzanine Equity
Series A-1 preferred stock, $0.001 par value, 940, 0, and 0 shares designated, 940, 0, and 0 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		72,563		—		—
Series A-2 preferred stock, $0.001 par value, 17,036, 0, and 0 shares designated, 17,036, 0, and 0 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		1,095,928		—		—
Series A-3 preferred stock, $0.001 par value, 20,442, 0, and 0 shares designated, 20,442, 0, and 0 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		1,376,078		—		—
Series A-4 preferred stock, $0.001 par value, 18,893, 0, and 0 shares designated, 18,893, 0, and 0 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		1,783,736		—		—
Series A-5 preferred stock, $0.001 par value, 7,179, 0, and 0 shares designated, 7,179, 0, and 0 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		774,070		—		—
Series B preferred stock, $0.001 par value, 78,222, 0, and 0 shares designated, 38,645, 0, and 0 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		5,251,821		—		—
Preferred stock, $0.001 par value, 0, 10,000,000 and 10,000,000 shares designated, 0, 0, and 0 shares issued and outstanding on an actual, pro forma, and pro forma as adjusted basis, respectively		—		—		—
Total Mezzanine Equity		10,354,196		—		—
Stockholders’ deficit
Common stock, $0.001 par value, 300,000, 0, and 0 shares authorized, 33,807, 0, and 0 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		—		—		—

Table of Contents

	As of December 31, 2022
Capitalization in U.S. Dollars	Actual			Pro Forma			Pro Forma As Adjusted(1)(2)
Class A common stock, $0.001 par value, 0, 150,000,000, and 150,000,000 shares authorized, 0, 5,263,274, and 8,298,180 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		—			5,263			8,283
Class B common stock, $0.001 par value, 0, 10,000,000, and 10,000,000 shares authorized, 0, 2,463,607, and 2,463,607 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		—			2,464			2,464
Additional paid-in capital		845			25,141,091			40,238,071
Accumulated deficit		(32,394,956	)		(32,533,807	)		(34,755,757	)
Total Stockholders’ equity (deficit)		(32,395,801	)		(7,385,281	)		5,493,061
Total capitalization	$	(7,675,905	)	$	(3,232,551	)	$	7,995,791

____________

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, marketable securities, total stockholders’ deficit and total liabilities, convertible preferred stock and stockholders’ deficit by approximately $2,748,000, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price per share would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, marketable securities, total stockholders’ deficit and total liabilities, convertible preferred stock and stockholders’ deficit by approximately $4,550,000, assuming the initial public offering price of $5.00 per share remains the same, and after deducting estimated underwriting discounts and commissions.

(2) The pro forma as adjusted column in the table above gives effect to (i) the issuance of shares of Class A Common Stock upon the automatic conversion of $0 in principal amount of outstanding convertible promissory notes convertible at the assumed initial public offering price of $5.00 per share, upon the completion of this Offering and (ii) the repayment of certain convertible indebtedness in an aggregate principal amount of $2.0 million, from the net proceeds of this Offering.

The number of shares of Class A Common Stock and Class B Common Stock issued and outstanding pro forma and pro forma as adjusted in the table above is based on (i) the reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class A Common Stock, which occurred on February 28, 2023, as if such reclassification had occurred on December 31, 2022; (ii) the conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250 shares of Class B Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022; (iii) the conversion of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650 shares of Class A Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022; (iv) the payment of the Series B Dividend, pursuant to the issuance of an aggregate of 339,888 shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,699,438, as of March 31, 2023, and, in addition, the issuance of additional shares of Class A Common Stock, based on an additional dividend accrual of $536.00 per day through the closing of this Offering, divided by $5.00 (the value of each share of Class A Common Stock assuming an initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), as if such dividend had been paid on December 31, 2022; (v) the conversion, upon the completion of this Offering, of an aggregate of $3,357,730 in principal amount of certain convertible notes, plus $543,216 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 1,031,214 shares of Class A Common Stock, plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $833.00 per day, as if such conversion had occurred on December 31, 2022; (vi) the conversion, upon the completion of this Offering, of an aggregate of $600,000 in principal amount of certain convertible notes held by T1 Investment, plus $662,597 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted) plus such additional shares of Class A Common Stock and Class B Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $197.00 per day (31% of which will be converted into Class A Common Stock and 69% of which will be converted into Class B Common Stock), as if such conversion had occurred on December 31, 2022; (vii) the conversion, upon the completion of this Offering, of an aggregate of $800,000 in original principal amount of certain convertible notes held by WH&W, plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018) into 188,449 shares of Class A Common Stock

Table of Contents

(31% of the aggregate original principal amount and such accrued interest converted) and 419,451 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted), as if such conversion had occurred on December 31, 2022; (viii) the conversion, upon the completion of this Offering, of an aggregate of $1,700,000 in original principal amount and accrued interest under the Decathlon Note, which was not previously convertible into 340,000 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (ix) the conversion, upon the completion of this Offering, of an aggregate of $564,000 in original principal amount and accrued interest under the Side Letter, which was not previously convertible, into 112,800 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (x) the conversion, upon the completion of this Offering, of an aggregate of $499,118 in original principal amount of notes payable to Michael Feldman, the Company’s Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon (through March 31, 2023), into 175,684 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock, based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $82.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xi) the conversion, upon the completion of this Offering, of an aggregate of $200,000 in original principal amount of certain promissory notes held by Ross Annable, an affiliate of the Company, which promissory notes were not previously convertible, plus $16,800 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 43,360 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xii) the conversion, upon the completion of this Offering, of an aggregate of $57,638 in original principal amount of certain promissory notes held by Elizabeth Goode, certain other noteholders, and the Co-Founder, which promissory notes were not previously convertible, plus $55,927 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 22,713 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xiii) the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400 shares of Class A Common Stock, at an exercise price of $0.004 per share by Christopher McKee, WH&W and Decathlon, as if such exercise had occurred on December 31, 2022; (xiv) the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount and $10,845 in accrued interest on a promissory note held by KARL STORZ, into 210,502 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xv) the conversion, upon the completion of this Offering, of $81,000 of accrued and unpaid interest (accrued interest through March 31, 2023) relating to a certain promissory note in the original principal amount of $75,000, issued to IMAF, which promissory note was not previously convertible, into 16,200 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock, based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xvi) the exercise of 3,100 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.0004 per share, which are automatically exercisable upon the closing of this Offering, as if such conversion had occurred on December 31, 2022; and (xvii) the

Table of Contents

occurrence of the Split at a ratio of 25-for-1, which was authorized and approved by our board of directors and approved by our stockholders on February 28, 2023, and which was effective as of April 4, 2023, as if such Split had occurred on December 31, 2022; and excludes:

• 2,463,607 shares of Class A Common Stock into which shares of Class B Common Stock are convertible, at any time, at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock converted; Class B Common Stock are convertible, at any time, at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock converted;

• 733,875 shares of our Class A Common Stock issuable upon the exercise of options to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.96 per share;

• 800,000 shares of our Class A Common Stock reserved for future issuance under our 2023 Plan, which will become effective in connection with this Offering; and

Table of Contents

DILUTION

If you invest in our Class A Common Stock in this Offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our Class A Common Stock after this Offering.

As of December 31, 2022, we have a pro forma net tangible book value (deficit) of $(8,750,409), or $(1.13) per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of our Class A Common Stock and Class B Common Stock outstanding as of December 31, 2022, after giving effect to all of the pro forma adjustments described in “Capitalization,” including: (i) the reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class A Common Stock, which occurred on February 28, 2023, as if such reclassification had occurred on December 31, 2022; (ii) the conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250 shares of Class B Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022; (iii) the conversion of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650 shares of Class A Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022; (iv) the payment of the Series B Dividend, pursuant to the issuance of an aggregate of 339,888 shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,699,438, as of March 31, 2023, and, in addition, the issuance of additional shares of Class A Common Stock, based on an additional dividend accrual of $536.00 per day through the closing of this Offering, divided by $5.00 (the value of each share of Class A Common Stock assuming an initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), as if such dividend had been paid on December 31, 2022; (v) the conversion, upon the completion of this Offering, of an aggregate of $3,357,730 in principal amount of certain convertible notes, plus $543,216 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 1,031,214 shares of Class A Common Stock, plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $833.00 per day, as if such conversion had occurred on December 31, 2022; (vi) the conversion, upon the completion of this Offering, of an aggregate of $600,000 in principal amount of certain convertible notes held by T1 Investment, plus $662,597 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted) plus such additional shares of Class A Common Stock and Class B Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $197.00 per day (31% of which will be converted into Class A Common Stock and 69% of which will be converted into Class B Common Stock), as if such conversion had occurred on December 31, 2022; (vii) the conversion, upon the completion of this Offering, of an aggregate of $800,000 in original principal amount of certain convertible notes held by WH&W, plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018) into 188,449 shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted), as if such conversion had occurred on December 31, 2022; (viii) the conversion, upon the completion of this Offering, of an aggregate of $1,700,000 in original principal amount and accrued interest under the Decathlon Note, which was not previously convertible into 340,000 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (ix) the conversion, upon the completion of this Offering, of an aggregate of $564,000 in original principal amount and accrued interest under the Side Letter, which was not previously convertible, into 112,800 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (x) the conversion, upon the completion of this Offering, of an aggregate of $499,118 in original principal amount of notes payable to Michael Feldman, the Company’s Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon (through March 31, 2023), into 175,684 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of

Table of Contents

the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $82.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xi) the conversion, upon the completion of this Offering, of an aggregate of $200,000 in original principal amount of certain promissory notes held by Ross Annable, an affiliate of the Company, which promissory notes were not previously convertible, plus $16,800 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 43,360 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xii) the conversion, upon the completion of this Offering, of an aggregate of $57,638 in original principal amount of certain promissory notes held by Elizabeth Goode, certain other noteholders, and the Co-Founder, which promissory notes were not previously convertible, plus $55,927 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 22,713 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xiii) the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400 shares of Class A Common Stock, at an exercise price of $0.004 per share, by Christopher McKee, WH&W and Decathlon, as if such exercise had occurred on December 31, 2022; (xiv) the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount and $10,845 in accrued interest on a promissory note held by KARL STORZ, into 210,502 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xv) the conversion, upon the completion of this Offering, of $81,000 of accrued and unpaid interest (accrued interest through March 31, 2023) relating to a certain promissory note in the original principal amount of $75,000, issued to IMAF, which promissory note was not previously convertible, into 16,200 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock, based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xvi) the exercise of 3,100 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.0004 per share, which are automatically exercisable upon the closing of this Offering, as if such conversion had occurred on December 31, 2022; and (xvii) the occurrence of the Split at a ratio of 25-for-1, which was authorized and approved by our board of directors and approved by our stockholders on February 28, 2023, and which Split was effective as of April 4, 2023, as if such Split had occurred on December 31, 2022.

After giving further effect to the sale of shares of Class A Common Stock that we are offering at an assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2022, would have been approximately $4,072,641, or approximately $0.38 per share. This amount represents an immediate increase in pro forma net tangible book value of $4.77 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $4.62 per share to new investors purchasing shares in this Offering.

Table of Contents

Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this Offering from the initial public offering price per share paid by new investors. The following table illustrates this dilution:

Assumed initial public offering price per share				$	5.00
Historical net tangible book value	$	(33,895,873	)
Pro forma net tangible book value per share as of December 31, 2022	$	(1.13	)
Increase in pro forma net tangible book value per share attributable to this Offering		1.51
Pro forma as adjusted net tangible book value per share after this Offering					.38
Dilution per share to new investors in this Offering				$	4.62

Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share after this Offering by approximately $0.26, and dilution in pro forma net tangible book value per share to new investors by approximately $0.26, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Each increase (decrease) of 1.0 million shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value per share after this Offering by approximately $0.39 per share and decrease (increase) the dilution to investors participating in this Offering by approximately $0.39 per share, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions.

The following table summarizes on the pro forma as adjusted basis described above, as of December 31, 2022, the differences between the number of shares of Class A Common Stock and Class B Common Stock purchased from us by our existing stockholders and Class A Common Stock by new investors purchasing shares in this Offering, the total consideration paid to us in cash and the average price per share paid by existing stockholders for shares of Class A Common Stock and Class B Common Stock issued prior to this Offering and the effective price to be paid by new investors for shares of Class A Common Stock in this Offering. The calculation below is based on the assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of the prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders	7,724,810	71.9	%	$	15,191,022	50.2	%	$	1.97
New investors	3,020,000	28.1	%		15,100,000	49.8	%	$	5.00
Total	10,744,810	100	%	$	30,291,022	100	%

The outstanding share information in the table above is based on 845,175 shares of our Class A Common Stock outstanding on December 31, 2022, and assumes: (i) the reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class A Common Stock, which occurred on February 28, 2023, as if such reclassification had occurred on December 31, 2022; (ii) the conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250 shares of Class B Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December 31, 2022; (iii) the conversion of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650 shares of Class A Common Stock, upon the completion of this Offering, as if such conversion had occurred on December 31, 2022; (iv) the payment of the Series B Dividend, pursuant to the issuance of an aggregate of 339,888 shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,699,438, as of March 31, 2023, and, in addition, the issuance of additional shares of Class A Common Stock, based on an additional dividend accrual of $536.00 per day through the closing of this Offering, divided by $5.00 (the value of each share of Class A Common Stock assuming an initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), as if such dividend had been paid on December 31, 2022; (v) the conversion, upon the completion of this Offering, of an aggregate of $3,357,730 in principal amount of certain convertible notes, plus $543,216 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 1,031,214 shares of Class A Common Stock, plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at

Table of Contents

$833.00 per day, as if such conversion had occurred on December 31, 2022; (vi) the conversion, upon the completion of this Offering, of an aggregate of $600,000 in principal amount of certain convertible notes held by T1 Investment, plus $662,597 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted) plus such additional shares of Class A Common Stock and Class B Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $197.00 per day (31% of which will be converted into Class A Common Stock and 69% of which will be converted into Class B Common Stock), as if such conversion had occurred on December 31, 2022; (vii) the conversion, upon the completion of this Offering, of an aggregate of $800,000 in original principal amount of certain convertible notes held by WH&W, plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018) into 188,449 shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted), as if such conversion had occurred on December 31, 2022; (viii) the conversion, upon the completion of this Offering, of an aggregate of $1,700,000 in original principal amount and accrued interest under the Decathlon Note, which was not previously convertible into 340,000 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (ix) the conversion, upon the completion of this Offering, of an aggregate of $564,000 in original principal amount and accrued interest under the Side Letter, which was not previously convertible, into 112,800 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (x) the conversion, upon the completion of this Offering, of an aggregate of $499,118 in original principal amount of notes payable to Michael Feldman, the Company’s Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon of accrued and unpaid interest thereon (through March 31, 2023), into 175,684 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $82.00 per day and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xi) the conversion upon the completion of this Offering, of an aggregate of $200,000 in original principal amount of certain promissory notes held by Ross Annable, an affiliate of the Company, which promissory notes were not previously convertible, plus $16,800 of accrued and unpaid interest thereon (accrued interest through March 31, 2023), into 43,360 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xii) the conversion, upon the completion of this Offering, of an aggregate of $57,638 in original principal amount of certain promissory notes held by Elizabeth Goode, certain other noteholders, and the Co-Founder, which promissory notes were not previously convertible, plus $55,927 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 22,713 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xiii) the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400 shares of Class A Common Stock, at an exercise price of $0.004 per share, by Christopher McKee, WH&W and Decathlon, as if such exercise had occurred on December 31, 2022; (xiv) the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount and $10,845 in accrued interest on a promissory note held by KARL STORZ, into 210,502 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to

Table of Contents

reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xv) the conversion, upon the completion of this Offering, of $81,000 of accrued and unpaid interest (accrued interest through March 31, 2023) relating to a certain promissory note in the original principal amount of $75,000, issued to IMAF, which promissory note was not previously convertible, into 16,200 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock, based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share, as if such conversion had occurred on December 31, 2022; (xvi) the exercise of 3,100 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.0004 per share, which are automatically exercisable upon the closing of this Offering, as if such conversion had occurred on December 31, 2022; and (xvii) the occurrence of the Split at a ratio of 25-for-1, which was authorized and approved by our board of directors and approved by our stockholders on February 28, 2023, and which was effective as of April 4, 2023, as if such Split had occurred on December 31, 2022; and excludes:

• the 2,463,607 shares of Class A Common Stock into which shares of Class B Common Stock are convertible, at any time, at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock converted;

• 733,875 shares of our Class A Common Stock issuable upon the exercise of options to purchase shares of our Class A Common Stock, with a weighted average exercise price of $0.96 per share;

• 800,000 shares of our Class A Common Stock reserved for future issuance under our 2023 Plan, which will become effective in connection with this Offering; and

To the extent any outstanding options are exercised, there will be further dilution to new investors. If all of such outstanding options had been exercised as of December 31, 2022, the pro forma as adjusted net tangible book value per share after this Offering would be $0.36, and total dilution per share to new investors would be $4.64.

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our financial statements and accompanying notes included elsewhere within this prospectus. This discussion includes both historical information and forward-looking information that involves risk, uncertainties and assumptions. Our actual results may differ materially from management’s expectations as a result of various factors, including, but not limited to, those discussed in the section titled “Risk Factors.”

Overview

T1V (“T1V” or “we” or “us” or the “Company”) was formed as a North Carolina limited liability company in December 2007 and was converted to a Delaware corporation in May 2013, and the Company’s mission is to empower teams to collaborate anytime, anywhere. T1V creates and installs interactive touchscreen experiences through its custom software solutions throughout the United States and internationally. The markets the Company serves include enterprise, higher education, and medical markets. The Company’s hybrid collaboration platform includes ThinkHub® collaboration software for global teams and the T1V app — all working cohesively to bring teams together for seamless, intuitive working sessions. T1V’s suite of collaboration software transforms the way people meet — making meetings a place where teams can collaborate anytime, from anywhere.

T1V stands for a “Team with 1 Vision.” This describes both our company culture and our products that are designed to allow our customers to bring teams together to achieve their shared vision. We believe that removing barriers for collaboration is what allows teams to function together toward a common goal. T1V’s solutions allow our customers to share information, visualize and synthesize large amounts of content and data, overcome the challenges of supporting teams and offices across distributed locations and the desire to do so while minimizing travel and accelerate the process to better decision making.

The Company derives revenue primarily from the sale of its T1V products, professional services, and subscription services. T1V offers a suite of hardware and software products based on customer specifications and delivers the product to the customer. The Company’s professional services include installation, training, and commissioning. All T1V products are sold with a License Agreement, which provides the license to the software, software updates, and technical support.

T1V sells through Channel Partners. This is a network of professional audio visual (“Pro AV”) dealers, who resell T1V collaboration solutions to their customers (the “end user” or “brand”). T1V’s customers are primarily sourced through either a channel partner, T1V’s digital channels (website and social), or live events and tradeshows. T1V works with end users and Channel Partners to develop the desired collaboration experience that includes T1V’s products as a portion of a larger audio-visual project. The portion sold by T1V includes configured hardware and software that meets the customer requirements. Depending on additional services needed by the customer, T1V may also install the product at the customer’s location or will visit the customer’s location once installed to confirm the product is working properly. These products are also packaged with a software license agreement which gives the customer access to the T1V-developed software, as well as future software updates and remote support.

Key Factors Affecting our Performance

As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.

Known Trends and Uncertainties

Inflation

The U.S. economy is currently experiencing a higher than normal level of inflation. The long term impacts of inflation on the economy and our business are unclear. Our revenue could be positively impacted by inflation, if we are able to increase our prices in the future. Conversely, the impact of inflationary pressures on the macro economy could slow the spending of our customers. Inflation could also negatively impact our operating costs in terms of higher costs from our vendors and increased personnel costs. To date, inflation has not had a material effect on our results of operations during the year ended December 31, 2022. We may experience some effect in the near future (especially if inflation rates continue to rise) due to supply chain constraints, employee availability, and wage increases.

Table of Contents

Supply Chain

Geopolitical Conditions

Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

Impact of the COVID-19 Pandemic

The World Health Organization declared COVID-19 a global pandemic in March 2020. Government-mandated lockdowns and private sector precautionary measures resulted in increased demand for collaboration platforms. Despite widespread vaccination efforts across the globe, COVID-19 continues to have an adverse impact on businesses, schools, colleges, and universities. The impact of existing variants and subvariants and any future variants and subvariants cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against these variants and subvariants, the risk appetite of the private sector, and the response by governmental bodies and regulators.

The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for our employees (such as social distancing and working from home).

During fiscal year 2020 and the first half of fiscal year 2021, COVID-19 had a significant impact on our business, since most of our product sales have been for in-room based meetings. During this time, as a result of regulations and decisions by employers, many businesses had their employees work remotely, most universities were entirely remote, and elective surgeries at many hospitals were halted. During this period, the demand for visual collaboration solutions was focused on all-remote solutions. Starting in mid-2021, as employees started returning to offices and students returned to college campuses, the focus for demand for visual collaboration solutions shifted to hybrid solutions, which are solutions that provide both in-room and remote visual collaboration. As a result our sales have increased. There is uncertainty that the increased usage of hybrid collaboration platforms will be sustained or that our sales will continue to increase at the rate that we have achieved in 2022.

Table of Contents

Key Business Metrics

We have historically reviewed the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions.

Quarterly Bookings

Quarterly bookings include all orders received during the prior quarter, including all signed contracts and purchase orders. Quarterly bookings give us an indication of future revenues and the growth of our business. Quarterly bookings (in millions) for the years ended 2021 and 2022 and are listed in the table below:

		Q1 2021			Q2 2021			Q3 2021			Q4 2021			Q1 2022			Q2 2022			Q3 2022			Q4 2022
Quarterly Bookings		$	2.17		$	2.39		$	2.33		$	3.13		$	3.21		$	5.04		$	4.63		$	4.02

Bookings in 2022 in total were 69% higher than in 2021 with over 100% in quarterly year-over-year growth in Q2 and Q3.

Sales of Products to Customers by Industry

The following table illustrates the percentages of customer revenue related to enterprise, education, and medical markets for the years ended December 31, 2022 and 2021.

	Years Ended December 31,
	2022		2021
Enterprise	42.3	%	55.5	%
Higher Education	17.7		17.9
Medical Markets	31.7		24.3
Other Customers	8.3		2.3
Total	100.00		100.00

Active Customers Sites

We define an active customer site (“ACS”) as all customer sites containing at least one T1V device for which the T1V software was active during the prior quarter and in communication with one of T1V’s cloud servers. We assess the health of our business by measuring ACS because the number of sites containing active T1V devices gives an indication of current retention and market penetration.

Our ACS for the years ended December 31, 2022 and 2021 was 368 and 325, respectively. In 2022, engagement as measured by ACS has grown steadily as users have returned to our platform for the utility that it offers them, resulting in a 13% increase in active customer sites over the course of the year.

Annual Recurring Revenue (ARR)

ARR is used to monitor customer retention and growth. We also use ARR as one of our operating measures to assess the health and trajectory of our business. ARR represents the total annualized contract value of active customer recurring License Agreements for the subsequent month from the measurement date. ARR should be viewed independently of GAAP revenue and deferred revenue as ARR is a performance metric and is not intended to be combined with any of these items. Since we only initiate new active customer recurring License Agreements at the start of each month, ARR is equal to the monthly recurring revenue that is attributable to recurring License Agreements of the subsequent month to the period presented in the audited and condensed (unaudited) financial statements multiplied by 12 (annualized). For example, ARR reported for the month of September is the monthly revenue for October that is attributable to recurring License Agreements multiplied by 12 (annualized). Generally, when over a given period of time our non-recurring revenue (or Project Revenue) declines, as happened during 2020, we will see flat or declining ARR for the next few quarters. Similarly, after a period of increasing non-recurring revenue, we will see an increase in ARR over the next few quarters. In 2022, our non-recurring revenue increase by 105% over 2021. However, since

Table of Contents

most of this increase in non-recurring revenue occurred in the second half of 2022, we expect to see a larger increase in ARR over the first few quarters of 2023. The Company currently does not have any material monthly subscriptions, as a majority of contracts are for a minimum period of one year or longer.

	December 31, 2022		December 31, 2021
Monthly Recurring Revenue of Subsequent Month	$	255,952	$	217,281
Annual Recurring Revenue	$	3,071,424	$	2,607,372

Subscription Dollar Retention Rate

We believe that our ability to retain and expand a customer relationship is an indicator of the stability of our revenue base and the long-term value of our customers. We assess our performance in this area using a metric we refer to as our Subscription Dollar Retention Rate. We compare the aggregate Contractual Monthly Subscription Revenue of our customer base as of the beginning of each month, which we refer to as Retention Base Revenue, to the aggregate Contractual Monthly Subscription Revenue of the same group of customers at the end of that month, which we refer to as retained Subscription Revenue. We define Contractual Monthly Subscription Revenue as the total amount of recurring revenue fees (or subscription fees) contractually committed to be paid for a full month under all of our customer agreements. Our Subscription Dollar Retention Rate for a given period is calculated by first dividing Retained Subscription Revenue by Retention Base Revenue for each month in the period, calculating the weighted average of these rates using the Retention Base Revenue for each month in the period, and then annualizing the resulting rates.

The following table illustrates Subscription Dollar Retention Rate for the years ended December 31, 2022 and 2021:

		December 31, 2022			December 31, 2021
Subscription Dollar Retention Rate		80	%		75	%

Although our Subscription Dollar Retention Rate was 88% in 2020, it dropped during the pandemic due to the disruption of the business of many of our customers. In 2022, we saw the beginning of a normalization back to pre-pandemic levels as reflected in the increase in our Subscription Dollar Retention Rate. We expect this trend to continue in 2023. And, as we continue to innovate our products, including focusing our sales and marketing activities towards enterprise, higher education and medical markets, we expect that customer retention will further increase over the long term. Our ability to successfully expand and the impact of cancellations may vary from period to period.

Components of Results of Operations

Revenue

A sale typically starts with either T1V contacting an end user or an audio/visual dealer (“AV Dealer”) presenting T1V’s hybrid collaboration software with our preferred hardware. When contacting an AV Dealer, the AV Dealer will typically identify end users in need of such solutions. T1V and the AV Dealer will then typically work to develop a solution involving hardware and T1V’s software. Ultimately T1V then ships custom configured hardware and loads and tests the software to the AV Dealer, which then ships it to the end user, often along with additional hardware added by the AV Dealer. This process typically takes about three months to complete. Depending on the needs of the customer, T1V may also install the product at the customer’s location or it may visit the customer’s location once installed to confirm the product is working as intended and or to provide training. These contracts are also packaged with a subscription which gives the customer access to the software through a license, as well as any future updates or support needed. We define the Initial Phase of each contract as the time from when T1V receives the order until the customer begins using the product.

Table of Contents

Hardware and software development for a standard or custom contract is performed over a period of two to six months and typically billed in stages of completion, during the period from T1V’s receipt of an order until a customer continues using the product. T1V has an enforceable right to payment for work performed to date, and a practical limitation exists which prevents the asset from having an alternative use to the entity, therefore the Company recognizes the revenue over time using the input measure of total costs incurred divided by total costs expected to be incurred.

All software sales orders include a subscription service, which includes access to the software, updates and support. Because the nature of the Company’s promise is a stand-ready obligation, the customer consumes and receives benefits from having access to the various software offerings throughout the overall obligation period. Therefore, the Company’s promise to perform each service period is performed over time and is recognized ratably over the subscription period, which ranges from one to seven years beginning when the customer begins using the product (the “Subscription Period”). This is because the pattern of benefit to the customer, as well as the Company’s efforts to fulfill the contract, are generally even throughout the Subscription Period.

Any training or installation services utilized is recognized over time as services are rendered. These services are not a requirement of the contracts as the customers can purchase hardware and software without these services. These services are not included as part of T1V’s subscription services and are not included as part of our recurring revenue.

Cost of Revenue (Excluding Depreciation and Amortization)

Cost of revenue primarily consists of costs related to creating and installing our software platforms and providing operations support to our customers. These costs are related to materials for hardware, software fees, personnel-related expenses, shipping and freight expenses, and direct labor. As the cost of providing our services increases, we expect our cost of revenue to increase as well. However, the cost of revenue as a percentage of revenue may decrease over time as we continue to optimize efficiencies of products, services and related maintenance that are offered to our customers.

Operating Expenses

Sales and Marketing

Our sales and marketing expenses include advertising and promotional events. As we continue to grow our product offerings, we plan to increase our marketing investments that align with our corporate strategy. As enterprise, higher education, and medical markets reopen after the COVID-19 Pandemic, we expect sales and marketing expenses to increase during the upcoming fiscal year.

General and Administrative

General and administrative expenses primarily consist of salaries and wages, personnel related expenses associated with facilities administration; professional fees for external legal, accounting and other consulting services; insurance. As our Company continues to grow, we expect to increase the size of our general and administrative function to support the growth of our business. Therefore, we expect general and administrative expenses to remain relatively unchanged as a percentage of revenue.

Other (Income) Expense, Net

Other (income) expense, net consists primarily of gains and losses on extinguishment of debt, Paycheck Protection Program (“PPP”) loan forgiveness, employee retention credits earned, and changes in fair value of convertible notes and warrant liability.

Table of Contents

Results of Operations for the Years Ended December 31, 2022 and 2021

The following table set forth selected statements of operations data for each of the fiscal years indicated:

	Year Ended December 31,
	2022			2021			$ Change			% Change
Revenue
Project revenue	$	12,609,030		$	6,567,600		$	6,041,430		92.0	%
License agreements		2,806,457			2,592,215			214,242		8.3
Total Revenue		15,415,487			9,159,815			6,255,672		68.3
Cost of revenue (exclusive of depreciation and amortization)
Project revenue		6,994,529			3,950,629			3,043,900		77.0
License agreements		436,674			322,707			113,967		35.3
Total cost of revenue (exclusive of depreciation and amortization)		7,431,203			4,273,536			3,157,867		73.9
Operating expenses:
Sales and marketing		230,423			106,046			124,377		117.3
General and administrative		9,857,227			7,472,505			2,384,722		31.9
Depreciation and amortization		419,982			279,565			140,327		50.2
Total operating expenses		10,507,542			7,858,116			2,649,426		33.7
Operating loss		(2,523,258	)		(2,971,637	)		448,379		(15.1)
Interest expense		1,544,967			2,271,937			(726,970)		(32.0)
Other (income) expense, net		356,757			(1,536,741	)		1,893,498		(123.2	)
Net loss		(4,424,982	)		(3,706,833	)		(718,149	)	19.4

Comparison of Fiscal Years Ended December 31, 2022 and 2021

Revenue

Revenue for the fiscal year ended December 31, 2022 increased $6,255,672 (or 68%) compared to the same period in 2021. This increase in revenue was primarily attributable to an increase of $6,041,430 (or 92%) in non-recurring project revenue generated from sales of our bundled hardware and software to customers due to an increase in demand after the workplace restrictions relating to the COVID-19 Pandemic eased in the later part of 2021, and during 2022. We expect these trends to continue as we believe there is, and will continue to be, a need for hybrid working solutions. We believe that the largest growth in the visual collaboration market over the next few years will be for products that support such hybrid work environments and we have positioned the company to take advantage of this growth.

Most of the remaining increase in revenue, between these two periods, was attributable to an increase in recurring revenue of $214,242 (or 8.3%) generated from License Agreements. Revenue from License Agreements includes revenue from subscription services, as described in Note 1 of the audited financials included in this prospectus.

Cost of Revenues (Exclusive of Depreciation and Amortization)

Cost of revenues increased by $3,157,867 (or 73.9%), during the fiscal year ended December 31, 2022, compared to the same period in 2021. The increase in the costs of revenues, between these two periods, was attributable to an increase in hardware costs of $2,908,920, and in direct labor costs of $144,559, and increased shipping costs of $93,591, due to the 92% increase in project revenue, which is recognized under the percentage of completion method.

Table of Contents

Operating Expenses

Sales and Marketing

Sales and marketing expense increased $124,377 (or 17%), during the fiscal year ended December 31, 2022, compared to the same period in 2021. This was due to an increase in spending of 278% on sales demo equipment, and 107% increase in spending or participation in partner events. The remaining increase was due to advertising, promotions and marketing to increase product awareness.

Depreciation and Amortization

Depreciation and amortization increased by $140,328 (or 80%) during the fiscal year ended December 31, 2022, compared to the same period in 2021, mostly due to increased amortization expense for capitalized labor related to the development of internal software. Amortization for the capitalized labor related to the development of internal software increased by $127,956 for the year ended December 31, 2022, compared to the same period in 2021.

General and Administrative

General and administrative expense increased $2,384,722 (or 31.9%), during the fiscal year ended December 31, 2022, compared to the same period in 2021. The increase in general and administrative expenses is due to an increase of $1,704,392 in salaries, wages, commissions, and personnel costs related to an increase in sales orders booked during 2022, and an increase in the number of employees from 64 employees on December 31, 2021 to 76 employees on December 31, 2022. These costs were in addition to an increase of $371,315 in travel and entertainment expenses due to increased sales volume, and an increase of $90,277 in stock compensation during the fiscal year ended December 31, 2022, compared to the same period in 2021. We also had an increase of $88,040 in professional fees for accounting, consulting, and legal services relating to this Offering.

Interest Expense

Interest expense decreased by $726,970 (or 32%), during the fiscal year ended December 31, 2022, compared to the same period in 2021. The decrease in interest expense was due to the $385,000 lower interest expense from the initial fair value of warrants, $101,000 decrease in revenue loan interest, $131,00 in reduced discount on financial instruments, and $85,000 decrease from the line of credit.

Other (Income) Expense, Net

Other income, net, decreased $1,893,498 (123%) from other income in 2021 to other expense in 2022, which was primarily attributable to a $973,900 gain on extinguishment of debt related to PPP Loan forgiveness, and a gain of $294,548 related to receipt of a grant from the state of North Carolina for Covid Relief which occurred in 2021 and not in 2022, and a decrease of $1,622,982 related to an increase in the Fair Value of Convertible Notes and Warrants.

Liquidity and Capital Resources

Our operations have been funded primarily through net proceeds from the sales of our equity and convertible debt securities, as well as term loans.

The Company incurred a net loss of $4,424,982 and $3,706,833 during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had a working capital deficit of $18,610,471 and $12,986,425, respectively. The Company has received funding in the form of periodic capital raises and also plans to raise additional funding in the future through additional convertible debt and pursuant to this Offering to support its capital needs.

The Company’s ability to continue as a going concern is highly contingent on the ability to either extend the maturity of its existing debt, refinance its existing debt, convert the debt to equity, or raise additional capital.

As described in Note 3 of the audited financial statements included in this prospectus, since December 2021, the Company has had an agreement with Liquid Capital Exchange, Inc. to factor certain accounts receivable with recourse, up to $1,000,000. In addition, in February 2023, the Company raised $1,000,000, pursuant to convertible debt financing provided by its customer, KARL STORZ.

Table of Contents

The Company’s capital requirements in the future will continue to depend on numerous factors, including the timing and amount of revenue earned by the Company, the timing of collection of outstanding accounts receivable, the expense to deliver services, and the debt service obligations under the Company’s note payable agreements. There can be no assurance that, in the event that the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. If unable to secure required additional funding, significant delays to the Company’s continuing development that is critical to the future operations of the Company could occur. The Company’s financial statements included in this prospectus do not include any adjustments that might result from the outcome of this uncertainty.

We anticipate approximately $6 million to $10 million of cash requirements over the next 12 months, which includes amounts related to working capital and general working capital purposes, investments in product development, and payments of principal and interest on our revenue loans (Decathlon Note (defined below) and Side Letter (defined below)) and notes payable. Based on our current plans, we believe that our existing cash, together with the net proceeds from this Offering will be sufficient to fund our operating expenses and capital expenditure requirements until at least 12 months after the completion of this Offering. We currently intend to use the net proceeds of this Offering as follows: for sales and marketing of ThinkHub Cloud™ product offerings; for research and development; for the repayment of outstanding indebtedness to certain existing creditors, including accrued and unpaid interest thereon, and any remaining amount for working capital and general working capital purposes. See “Use of Proceeds” on page 49.

Accounts Receivable Agreement

In December 2021, the Company entered into an agreement with Liquid Capital Exchange, Inc. (“Liquid Capital” or “the Factor”) to factor certain accounts receivable with recourse, up to $1,000,000.

The Factor may require the Company to repurchase the account by either making a payment to the Factor of the amount owed, by providing another account with a face value equal to or exceeding the face value of the unpaid account, or by charging the Company’s reserve.

As of December 31, 2022 the aggregate gross amount factored under this arrangement was $166,678, which resulted in net proceeds of $143,343. The cost of factoring is reflected in the accompanying condensed statements of operations as general and administrative expenses was $111,803 for the twelve months ended December 31, 2022.

First Citizens Bank

On April 15, 2020, the Company entered into a Line of Credit agreement with First Citizens Bank (“First Citizens LOC”). The First Citizens LOC provides for borrowings up to $50,000. Unsecured borrowings bear interest at a rate of 4.65% per annum and do not contain any debt covenants. The First Citizens LOC automatically renews each year unless First Citizens Bank calls the line of credit or the Company cancels the line of credit. As of December 31, 2021, the balance on the line of credit was $49,984. On April 7, 2022, the Company converted this Line of Credit to a closed end loan, payable in 35 monthly installments of $1,499 at an interest rate of 4.85%. The Company did not have any accrued interest on this line of credit as of December 31, 2022.

Convertible Notes

Prior to 2020, the Company executed convertible promissory notes (“Convertible Notes”) with a lender with an aggregate principal amount of $1,232,099 (the “Convertible Note Balance”), which consists of an initial convertible note in the principal amount of $800,000 and $432,099 of accrued interest which was rolled into the outstanding principal balance as a result of an amendment on February 5, 2020. On February 5, 2020, the Company amended the Convertible Notes which had a face value on the amendment date of $1,255,595. Under the terms of the amendment, the outstanding principal under the Convertible Notes accrue interest at a rate of 6% (“nonconvertible interest”). Upon the occurrence of a deemed liquidation event or a stock sale, the Company is required to pay to the lender an amount equal to (i) the convertible balance, which is the outstanding principal and accrued interest on the Convertible Notes as of October 11, 2018, plus (ii) the as-converted balance, which is the convertible balance divided by $3.376 multiplied by 1.6657 multiplied by the amount per share received by holders of common stock in connection with a deemed liquidation event or stock sale, plus (iii) the unpaid and accrued nonconvertible interest. In the event the Company effects a redemption, the Company shall pay to the lender the redemption amount, which shall mean an amount equal to the product of (a) the price per share of the Series B Preferred Stock as part of such redemption multiplied by (b) the quotient of the redemption amount divided by $84.40. The Company shall also pay to the lender an amount equal to the total unpaid and accrued nonconvertible interest multiplied by a fraction, the numerator of which is the redemption

Table of Contents

amount and the denominator of which is the convertible balance. The Convertible Notes do not have a stated maturity date. Upon the completion of this Offering, the aggregate outstanding balance of the Convertible Notes will convert into 188,449 shares of Class A Common Stock (31% of the Convertible Balance) and 419,451 shares of Class B Common Stock (69% of the Convertible Balance).

2020 Convertible Notes

Between February 5, 2020 and May 4, 2020, the Company executed a Note Purchase Agreement with several investors, in connection with a private placement offering (the “2020 Private Placement”), and issued convertible promissory notes with an aggregate principal amount of $1,063,480 (“2020 Convertible Notes”). Outstanding principal under the 2020 Convertible Notes accrues interest at a rate of 7% per annum. The principal and unpaid accrued interest of the 2020 Convertible Notes will be automatically converted into shares of Class A Common Stock upon the closing of this Offering. The number of shares of Class A Common Stock that will be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest payable on a 2020 Convertible Note by the Conversion Price, which is 80% of the public offering price of the shares of Class A Common Stock in this Offering. The initial maturity date of the notes was February 5, 2022, which date was extended to December 31, 2022. In December 2022, the Company amended the 2020 Convertible Notes to extend the maturity date of such notes to June 30, 2023.

2021 Convertible Notes and Convertible Notes Warrants

In connection with a private placement offering to raise up to $2,000,000 in financing (the “2021 Private Placement”), in November 2021, the Company executed convertible promissory notes with several accredited investors equaling an aggregate principal amount of $1,650,250 (“2021 Convertible Notes”). Outstanding principal under the 2021 Convertible Notes accrues interest at a rate of 10% per annum. The investors have the right to convert all of the outstanding principal and accrued but unpaid interest due under the 2021 Convertible Notes into shares of our Class A Common Stock. The Conversion Price applicable to any such conversion is equal to the sum of (i) for 25% of the principal and accrued but unpaid interest: $2.97 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock (or any class of common stock into which the Common Stock has been reclassified prior to such conversion)), and (ii) for the remaining 75% of the amount of the principal and accrued but unpaid interest: 80% of the offering price of the Company’s Class A Common Stock in the Company’s initial public offering (collectively, the 2021 Convertible Notes Conversion Price”). Additionally, upon the Closing of this Offering, and upon the determination of the Company’s board of directors, all of the outstanding principal and accrued but unpaid interest due under the 2021 Convertible Notes will automatically convert into shares of Class A Common Stock at the 2021 Convertible Notes Conversion Price. The Company’s board of directors may also cause such automatic conversion immediately prior to the occurrence of (i) a merger in which the shareholders of the Company prior to the merger hold less than 50% of the voting power of the capital stock of the surviving corporation after such merger, or (ii) a sale of all of the assets of the Company or a transaction or series of transactions in which 50% or more of the voting power of the capital stock of the Company is transferred. The original maturity date of the 2021 Convertible Notes was November 5, 2022, but has been extended to July 31, 2023.

In connection with the 2021 Convertible Notes, the Company issued warrants that are exercisable for Class A Common Stock at any time on or before November 5, 2026 (the “2021 Note Warrants”). The number of shares of Class A Common Stock initially purchasable under the 2021 Note Warrants would be equal to a variable number of shares, and the warrant exercise price would be subject to adjustment from time to time. See Note 12 of the Company’s audited financial statements and condensed (unaudited) financial statements included in this prospectus for additional information. In February 2023, the Company and the holder of the 2021 Note Warrants agreed to the termination of the 2021 Note Warrants, effective as of immediately prior to the completion of this Offering, for no consideration.

2022 Convertible Notes and Convertible Notes Warrants

In January 2022, February 2022 and July 2022, the Company executed three convertible promissory notes with investors with an aggregate principal amount of $644,000 (“2022 Convertible Notes”). These convertible notes were issued with an $84,000 original issue discount (“OID”), which was expensed immediately in the Company’s condensed statements of operations. Outstanding principal under the 2022 Convertible Notes accrues interest at a rate of 10% per annum. The investors may elect to convert all of the outstanding principal and accrued but unpaid interest due under the 2022 Convertible Notes into shares of Class A Common Stock two months from the date of issuance. The

Table of Contents

conversion price applicable to any such conversion is equal to the sum of (i) for 25% of the amount of principal and interest: $2.97 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock (or any class of common stock into which the Class A Common Stock has been reclassified prior to such conversion) and (ii) for the remaining 75% of the amount of principal and interest: 80% of the offering price of the Company’s Class A Common Stock in the Company’s initial public offering (collectively, the 2022 Convertible Notes Conversion Price”). At any time after two months from the date of issuance, or at the sole discretion of the Company’s board of directors, all of the outstanding principal and accrued but unpaid interest due under the 2022 Convertible Notes will automatically convert into Class A Common Stock at the 2022 Convertible Notes Conversion Price immediately prior to the occurrence of any of the following (i) a merger in which the shareholders of the Company prior to the merger hold less than 50% of the voting power of the capital stock of the surviving corporation after such merger, a sale of all of the assets of the Company or a transaction or series of transactions in which 50% or more of the voting power of the capital stock of the Company is transferred; or (ii) the closing of an initial public offering of the Company’s equity securities, including this Offering. The maturity dates of the 2022 Convertible Notes are July 31, 2023.

In connection with the 2022 Convertible Notes, the Company issued warrants that are exercisable for Class A Common Stock at any time until dates between January 1, 2026 and July 2026 (the “2022 Note Warrants”). The number of shares of Class A Common Stock initially purchasable under the 2022 Note Warrants would be equal to a variable number of shares, and the warrant exercise price would be subject to adjustment from time to time. See Note 12 of the Company’s audited financial statements and condensed (unaudited) financial statements included in this prospectus for additional information. In February 2023, the Company and the holder of the 2022 Note Warrants agreed to the termination of the 2022 Note Warrants, effective as of immediately prior to the completion of this Offering, for no consideration.

Pre-2020 Convertible Notes

During the calendar years 2013 through 2015, the Company executed convertible note payable agreements with various investors (“Pre-2020 Convertible Notes”). The Company measures the pre-2020 Convertible Notes at amortized cost. Outstanding principal on the Pre-2020 Convertible Notes accrues interest at a rate of 12% per annum. The principal and interest of the Pre-2020 Convertible Notes were convertible at the option of the note holders into shares of the Company’s Series B Preferred Stock upon the achievement of certain milestones, but such optional conversion rights expired on June 30, 2017. The Pre-2020 Convertible Notes do not have a stated maturity date and are payable over a period of 24 months, upon demand of the holder.

Decathlon Loan and Side Letter Agreements

In July 2015, the Company entered into a note payable agreement (the “Decathlon Agreement”) with Decathlon Alpha II, L.P. (“Decathlon”) for total proceeds of $1,250,000 to the Company. Monthly principal payments are calculated by taking the applicable revenue percentage and multiplying it by the revenue from the previous month. The applicable revenue percentage as defined in the Decathlon Agreement is 1%. Interest on the outstanding balance accrues monthly at a rate based on an internal rate of return of 23.75%. The Company recorded accrued interest in the amounts of $1,695,000 and $1,789,400 as of December 31, 2022 and 2021, respectively. The indebtedness under the Decathlon Agreement is secured by substantially all assets of the Company.

Pursuant to the Decathlon Agreement, the Company issued detachable warrants with an exercise price of $0.004 per share for the right to purchase, for a nominal amount, a 1.43% interest in the Company. On each of December 31, 2021 and December 31, 2020, there were warrants exercisable for 69,150 shares of Class A Common Stock outstanding based on the buyout percentage. The Company recorded a debt discount of $12,973 which was fully amortized as of December 31, 2022 and 2021 to interest expense using the effective interest method. During the year ended December 31, 2022 and 2021, the Company amortized $0 and $2,490 of the debt discount, respectively. See Note 12 of the Company’s audited financial statements and condensed (unaudited) financial statements included in this prospectus for additional information.

Concurrently with the execution of the Decathlon Agreement, the Company entered into a side letter agreement (“Side Letter”) with two affiliated stockholders of the Company, which are also Selling Stockholders. Under the terms of the Side Letter, such Selling Stockholders agreed to provide the Company with an advance of $300,000 under the same terms and conditions contained in the Decathlon Agreement. The total principal balance of the Side Letter was $300,000 as of December 31, 2022 and 2021. The Company recorded accrued interest in the amounts of $498,400 and $410,480 as of December 31, 2022 and 2021, respectively.

Table of Contents

Economic Injury Disaster Loan (EIDL)

In June 2020, the Company entered into a note agreement with the Small Business Administration. The note agreement is a secured disaster loan of $500,000 which require monthly payments consisting of principal and interest at 3.75% through June 2050, when all remaining principal and interest is due and payable. Monthly payments were deferred until June 2021. The balance on this loan was $500,000 as of December 31, 2020.

In 2021, the note was amended. The amendment increased the secured disaster loan to $2,000,000. Monthly payments were deferred until December 2022, and, beginning at such time, we became required to make monthly payments of $9,967 consisting of principal and interest at 3.75% through December 2050, when all remaining principal and interest is due and payable. The balance on this loan was $2,000,000 as of December 31, 2022 and December 31, 2021, respectively. The Small Business Administration loan is collateralized by substantially all Company assets. The Company recorded accrued interest in the amount of $124,408 and $57,031 as of December 31, 2022 and December 31, 2021, respectively.

Mountain BizWorks Loan

In October 2020, the Company entered into a note agreement with Mountain BizWorks (the “Mountain BizWorks Note”), in connection with a loan of $250,000 which requires monthly payments of $3,098 consisting of principal and interest at .25% per annum through June 2022 at which time the rate increased to 5.5% per annum and will be fixed through November 2030 when all remaining principal and interest is due and payable. Monthly payments were deferred until June 2022. The balance on this loan was $234,998 as of December 31, 2022 and $248,804 as of December 31, 2021. This loan is collateralized by substantially all Company assets. The Company recorded accrued interest in the amounts of $531 and $727 as of December 31, 2022 and 2021, respectively.

Paycheck Protection Program

In 2020, the Company received $973,900 in aggregate loan proceeds (the “PPP Loan”) from Aquesta Bank (the “Lender”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The Company’s PPP Loan application for forgiveness was approved and official notice received in 2021 and a gain on forgiveness of debt was recognized in the amount of $973,900.

The Small Business Administration (“SBA”) reserves the right to audit the PPP loans after forgiveness is granted in accordance with the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Borrowers are required to maintain the PPP loan documentation for six years after the PPP loan was forgiven and to provide that documentation to the SBA upon request. While the Company believes that it is a qualified business and that it has met the eligibility requirements of the PPP loans, and believes that it has used the loan proceeds only for expenses which may be paid using proceeds from the PPP loans, no assurance can be provided that any potential SBA audit will verify the amounts forgiven, in whole or in part, and the Company could be required to repay all or part of the forgiven amount.

In January 2021, the Company entered into a second note agreement with a financial institution for $973,900 which was issued in accordance with the PPP established by the CARES Act and implemented and administered by the Small Business Administration. The principal balance on this PPP Loan was $0 and $973,900 as of June 30, 2022 and December 31, 2021, respectively. The Company recorded accrued interest in the amounts of $0 and $1,596 as of June 30, 2022 and December 31, 2021, respectively, on this PPP loan. The Company’s PPP Loan application for forgiveness was approved and official notice received in 2022 and a gain on forgiveness of debt was recognized in the amount of $973,900.

Cash Flows

For the Years Ended December 31, 2022 and 2021

The following table summarizes cash flows for the periods presented:

	Twelve Months Ended December 31,
	2022			2021
Net cash used in operating activities	$	(731,606	)	$	(2,425,010	)
Net cash used in investing activities		(835,702	)		(566,019	)
Net cash provided by financing activities		927,147			3,167,291

Table of Contents

Operating Activities

Our largest source of operating cash is cash collections from our customers for custom configured hardware, software and services. Our primary uses of cash from operating activities are for employee-related expenditures, capitalizable costs related to delivering custom configured hardware, and marketing expenses. Net cash provided by operating activities is impacted by our net income adjusted for certain non-cash items, such as interest accrued on convertible notes and notes payable, changes in fair value measurement of convertible notes, depreciation and amortization expenses, as well as the effect of changes in operating assets and liabilities.

Net cash used in operating activities was $731,606 for the fiscal year ended December 31, 2022, compared to $2,425,010 for the fiscal year ended December 31, 2021. The increase in operating cash flow was due to an increase in our revenues and decrease in our net loss when non-cash expenses (primarily deferred revenue and change in fair value) are excluded.

Investing Activities

Net cash used in investing activities of $835,702 for the fiscal year ended December 31, 2022, was primarily due to payments made for internally developed software of $613,692.

Financing Activities

Net cash provided by financing activities of $927,147 for the fiscal year ended December 31, 2022, was primarily due to proceeds on factoring arrangements of $143,343 and convertible notes of $560,000.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC under the Securities Act.

Critical Accounting Estimates

Critical accounting estimates are those accounting estimates that require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are developed based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Critical accounting estimates are accounting estimates where the nature of the estimates are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on financial condition or operating performance is material.

We believe that of our significant accounting policies, which are described in Note 1, “Summary of Business and Significant Accounting Policies” to our financial statements, the following critical estimates involve a greater degree of judgment and complexity.

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606. The Company recognizes revenue using the five-step model as in accordance with ASC 606 Revenue from contracts with customers.

1. Identification of the contract, or contracts, with a customer;

2. Identification of the distinct performance obligations in the contract;

3. Determination of the transaction price;

4. Allocation of the transaction price to the performance obligations in the contract; and

5. Recognition of revenue when or as the Company satisfies a performance obligation.

The Company’s sales are initiated by either an audio/visual dealer representing T1V’s products, or directly to the customer End User by T1V. When contacting an AV Dealer, the AV Dealer will typically identify End Users in need of such solutions. T1V and the AV Dealer then typically work to develop a solution involving hardware and T1V’s

Table of Contents

software. Ultimately T1V then ships custom configured hardware and loads and tests the software to the AV Dealer, who then ships it to the End User, often along with additional hardware added by the AV Dealer. Depending on the needs of the customer, T1V or a channel partner installs the product at the customer’s location. T1V may visit the customer’s location once installed to confirm the product is working as intended and or to provide training. These contracts are also packaged with a fixed-term subscription to license the Company’s software and post contract support that are bundled goods and services provided to the customer as software as a service.

Hardware and software development for a standard or custom contract is performed over a period of two to six months and typically billed based on completion of mutually agreed phases. T1V has an enforceable right to payment for work performed to date, and a practical limitation exists which prevents the asset from having an alternative use to the entity, therefore the Company recognizes the revenue using the input measure of total costs incurred divided by total costs expected to be incurred.

All software sales orders include a subscription service, which includes access to the software, updates and support. Because the nature of the Company’s promise is a stand-ready obligation, the customer consumes and receives benefit from having access to the various software offerings throughout the overall obligation period. Therefore, the Company’s promise to perform each service period is performed over time and is recognized ratably over the subscription period, which ranges from one to seven years. This is because the pattern of benefit to the customer, as well as the Company’s efforts to fulfill the contract, are generally even throughout the subscription period.

Contract Types

Contracts fall under various contract types including 1) standard contracts, 2) custom contracts and 3) recurring license agreements (“RLA”) for subscription service renewals. Standard contracts typically include the Company being contracted by a channel partner to provide hybrid collaboration hardware and software. Custom contracts are contracts in which a customer has requested a specialized or unique offering that differs from the Company’s standard offerings. In both cases, subscription services are included within the contract. RLA contracts entered into with customers represent recurring subscription revenue from providing customers with software as a service after the initial license period has ended.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customers and is the unit of account under ASC 606. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue, when, or as, the performance obligation is satisfied. The Company has identified hardware and software development, subscription services, installation, and training as distinct performance obligations.

Standard and custom contracts have various performance obligations such as hardware and software development, subscription services, and training and installation, which are all recognized at different points in time. Hardware and software development under standard contracts are recognized over time using the input method based on total costs incurred divided by total costs expected to be incurred. For custom contracts, development may also include additional customization services which do not significantly modify or customize the underlying software and have the same patten of transfer. The stand-ready obligations under the software subscription as a service are recognized ratably over the subscription period. Finally, the training and installation services are recognized over time as services are rendered.

RLA contracts include the stand-ready obligation for the recurring subscription to software as a service, which is recognized ratably over the subscription period.

Revenue Service Types

The following is a description of the Company’s revenue services types which include hardware and software development, subscription license agreements and professional services:

• Hardware and software development includes the sale of the Company’s suite of developed hardware and software products that are combined and configured based on customer specifications and delivered to the customer.

Table of Contents

• Subscription to license agreements is required to accompany the purchase of the Company’s products and are sold as a subscription which includes the license to the software, unspecified updates and technical support for the products purchased.

• Professional services include installation, training, and post installation check-ins, which are also referred to as commissioning.

Payments received and billings in excess of revenue recognized are deferred and recognized on the Company’s balance sheet as billings in excess of costs and estimated earnings on uncompleted contracts for development and professional services, and deferred revenue for license subscriptions. Each balance is amortized over the performance obligations as notated above.

Fair Value of Financial Instruments

The Company considers its cash, accounts receivable, accounts payable, and debt obligations to meet the definition of financial instruments. The carrying amount of cash, accounts receivable, and accounts payable approximated their fair value due to the short maturities of these instruments. The carrying amounts of our debt obligations approximate their fair values, which are based on borrowing rates that are available to the Company for loans with similar terms, collateral, and maturity.

The Company measures fair value as required by ASC Topic 820 “Fair Value Measurements and Disclosures.” ASC Topic 820 defines fair value, establishes a framework, and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. The Company’s significant fair value measurements primarily relate to convertible notes and warrant liabilities. The Company uses valuation techniques based on inputs such as observable data, independent market data and/or unobservable data. Additionally, T1V makes assumptions in valuing its assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the valuation techniques.

The Company classifies fair value measurements within one of three levels in the fair value hierarchy. The level assigned to a fair value measurement is based on the lowest level input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input requires judgment. The three levels of the fair value hierarchy are as follows:

• Level 1 — quoted prices for identical instruments in active markets.

• Level 2 — quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3 — fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statements. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company’s policy is to recognize significant transfers between levels at the end of the reporting period.

Recent Accounting Pronouncements

See “Business Description and Significant Accounting Policies” in Note 1 to our financial statements included as part of this prospectus.

Table of Contents

BUSINESS

Overview

Our History

We were founded in December 2007 as a North Carolina limited liability company. Our original concept was to create software allowing group collaborations using large format touch screens in public venues where people could share data on personal computing devices and view and interact with data, images and files. In May 2013, we were converted from a North Carolina limited liability company to a Delaware corporation. From 2008 to 2013, we operated a restaurant to test our software by providing use to our restaurant customers, and also to demo our products to potential customers. By 2012, we had developed earlier versions of our ThinkHub® product and had limited sales of our then-existing products at tradeshows, restaurants and retail locations. In 2016 and 2017, we started greatly expanding sales of our collaboration products, focusing on our current three vertical markets of enterprise, education and hospitals so that by the end of 2018, we were primarily selling products similar to our current product line.

Our Mission of Visual Collaboration

Examples of barriers to collaboration are the inability to share information, visualize and synthesize large amounts of content and data, the challenges of supporting teams and offices across distributed locations and the desire to do so while minimizing travel. We believe that T1V solutions overcome these collaborative barriers and accelerate the process to better decision making.

The Market for Visual Collaboration Products and Services

Table of Contents

hasn’t — changed the way Americans work,” Pew Research Center, December 9, 2020; as well as “Telework during the COVID-19 pandemic: Estimates using the 2021 Business Response Survey,” US Bureau of Labor Statistics, Monthly Labor Review, March 2022.

Nevertheless, our sales to date represent only a small fraction of the total available market for visual collaboration for hybrid use. Of the greater than $500 million market for visual collaboration referenced above, based on the research and articles referenced above, we believe that a large percentage of this market is for hybrid environments. Therefore, we have only penetrated a small percentage of the total available market for visual collaboration product for hybrid usage.

Going forward, we anticipate that our new ThinkHub Cloud product offering (allowing uses to access ThinkHub Canvases without purchasing a ThinkHub Room device) will further drive demand for our ThinkHub Platform in hybrid working environments. During the year ended December 31, 2022, we invested $427,000 in research and development for our ThinkHub Cloud product. Furthermore, we are planning to use $2 million of the funds raised in this Offering to invest in Research and Development for ThinkHub Cloud. Further, we plan to use and an additional $2 million of the funds raised in this Offering to invest in Sales and Marketing for ThinkHub Cloud.

In 2023 and beyond, based on the research and articles referenced above, we believe that there is and will continue to be a need for hybrid working solutions. We believe that the largest growth in the visual collaboration market over the next few years will be for products that support such hybrid work environments and we have positioned the company to take advantage of this growth through with our ThinkHub platform including our ThinkHub Room and ThinkHub Cloud products.

Our Products and Services

T1V has patented, proprietary software for visual collaboration. The ability of our products to deliver room-based visual collaboration allows for multiple rooms to be linked together as well as hybrid meetings allowing participants that are both in the room and remote to interact in the same canvas.

ThinkHub® is our visual collaboration solution for global teams. The software is available as a room-based product (ThinkHub Room) or cloud-based product (ThinkHub Cloud).

ThinkHub Room is T1V’s room-based collaboration software product typically used in a dedicated system by our customers including a computer, software and a large touch screen mounted to a wall. The T1V app is the companion application that users download to their device (laptops, desktop computers, and mobile devices), and is used to connect and share content with a ThinkHub Canvas™. ThinkHub Cloud™ takes the collaborative experience of ThinkHub Room™ and brings it to the user on an individual laptop device. Users can access ThinkHub Cloud™ through the T1V app, where they can create canvases and invite collaborators to join them.

Our collaboration platform includes ThinkHub® collaboration software for global teams and the T1V app — all working cohesively to bring teams together for seamless, intuitive working sessions.

Table of Contents

Distribution of Our Products and Services

T1V solutions are sold through Channel Partners. This is a network for professional audio visual dealers and distributors. Professional AV dealers are companies that generally purchase products from manufacturers or distributors and provide complete audio-video solutions to their customers, including hardware, design services, installation and support. The channel then resells T1V solutions to the “brand” or “end user.” T1V refers to the “brand” or “end user” as the T1V customer. The Professional AV dealer is considered the T1V partner or channel partner. Distributors are used in T1V’s international markets, where T1V sells to the distributor, who then resells to the Professional AV dealer.

Recent Developments

From November 2021 to July 2022, we raised an aggregate of $1,995,000 in a convertible debt bridge financing investment round pursuant to which we issued secured convertible notes. $1,435,000 was raised in 2021 for an aggregate principal amount of $1,650,250 (the “2021 Convertible Notes”) and $560,000 was raised in 2022 for an aggregate principal amount of $644,000 (the “2022 Convertible Notes”). These Convertible Notes were to 14 accredited investors and accrue interest at a rate of 10% per year and which are convertible into up to an aggregate number of shares of our common stock which is not determinable until the pricing of this Offering. In addition, we issued five-year common stock purchase warrants to these investors to purchase shares of our common stock at an exercise price to be determined. In the third quarter of 2022 we amended the terms of the 2021 Convertible Notes and the 2022 Convertible Notes and the associated warrants as follows:

The investors may elect to convert all of the outstanding principal and accrued but unpaid interest due under the 2022 Convertible Notes into shares of common stock two months from the date of issuance. The Conversion Price per share for the shares of common stock shall equal (i) for 25% of the amount of principal and interest: $2.97 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock (or any class of common stock into which the Class A Common Stock has been reclassified prior to such conversion)) and (ii) for the remaining 75% of the amount of principal and interest: a 20% discount to the Company’s initial public offering price. At any time after two months from the date of issuance, or at the sole discretion of the Company’s Board of Directors, all of the outstanding principal and accrued but unpaid interest due under this 2022 Convertible Notes shall automatically convert to common stock at the Conversion Price immediately prior to the occurrence of any of the following (i) a merger in which the shareholders of the Company prior to the merger hold less than 50% of the voting power of the capital stock of the surviving corporation after such merger, a sale of all of the assets of the Company or a transaction or series of transactions in which 50% or more of the voting power of the capital stock of the Company is transferred; or (ii) the closing of an initial public offering of the Company’s equity securities. The maturity date of the 2022 Convertible Notes is the earlier of (i) July 31, 2023; (ii) a subsequent capital raise of at least $5 million; or (iii) the first day our securities are traded on a national exchange including Nasdaq, NYSE, OTCQB or OTCQX.

In connection with the 2021 Convertible Notes and the 2022 Convertible Notes, we issued the 2021 Note Warrants and the 2022 Note Warrants that are exercisable for common stock at any time on or before five years after the issuance date of the notes. The number of shares of common stock initially purchasable under the warrants (subject to adjustment) shall be equal to (a) the principal amount of the promissory note issued to the holder in connection with the warrant, divided by (b) the warrant exercise price. The exercise price shall initially be equal to $320.00, subject to the provisions of the note agreements. Notwithstanding the foregoing, immediately prior to the closing of an IPO, including this Offering, the warrant exercise price shall be adjusted to be equal to the offering price of our common stock (or any class of common stock into which the common stock has been reclassified prior to such conversion) in the IPO, including the effective price of the Class A Common Stock in this Offering. In February 2023, the Company terminated the 2021 Note Warrants, effective as of immediately prior to the completion of this Offering, for no consideration.

We have entered into agreements with certain noteholders, pursuant to which, upon the completion of this Offering, (i) an aggregate of $1,700,000 in original principal amount and accrued interest under the Decathlon Note, which was not previously convertible, will be converted into 318,467 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (ii) an aggregate of $564,000 in original principal amount and accrued interest under the Side Letter, which was not previously convertible, will be converted into 112,800 shares of Class A Common Stock

Table of Contents

(assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (iii) an aggregate of $499,118 in original principal amount of notes payable to Michael Feldman, our Chief Executive Officer, plus $379,302 of accrued and unpaid interest thereon (through March 31, 2023), will be converted into 175,684 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; (iv) an aggregate of $200,000 in original principal amount of certain promissory notes held by Ross Annable, one of our affiliates, which promissory notes were not previously convertible, plus $16,800 of accrued and unpaid interest (accrued interest through March 31, 2023), will be converted into 43,360 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share; and (v) the conversion, upon the completion of this Offering, of an aggregate of $57,638 in original principal amount of certain promissory notes held by Elizabeth Goode, certain other noteholders, and the Co-Founder, which promissory notes were not previously convertible, plus $55,927 of accrued and unpaid interest thereon (accrued interest through March 31, 2023) into 22,713 shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per share of the Class A Common Stock based on the assumed initial public offering price of $5.00 per share, the midpoint of the range set forth on the cover page of this prospectus), plus such additional shares of Class A Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $19.00 per day, and which conversion price is subject to reduction in the event that the initial public offering price per share is lower than $5.00 per share.

In February 2023, we amended certain convertible notes held by T1 Investment of $600,000 in principal amount that were previously convertible into Series B Preferred Stock, anytime at the option of T1 Investment, at a conversion price of $2.0268 per share, by adding a provision for the automatic conversion of the convertible notes upon the completion of this Offering. Upon such conversion, the principal amount, plus $668,712 of accrued and unpaid interest thereon, as of March 31, 2023, will automatically convert into 194,045 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted and based on a conversion price of $2.0268 per share) and 431,906 shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted and based on a conversion price of $2.0268 per share) plus such additional shares of Class A Common Stock and Class B Common Stock issuable upon the conversion of additional accrued interest through the date of conversion at $197 per day (31% of which will be converted into Class A Common Stock and 69% of which will be converted into Class B Common Stock). Although, under the original terms of these convertible notes they were convertible into shares of Series B Preferred Stock, which was then convertible into shares of Class A Common Stock, the allocation of the conversion between shares of Class A Common Stock and Class B Common Stock was mutually negotiated between T1 Investment and us in consideration for the right to add the automatic conversion of the convertible notes. The conversion price will only be adjusted, in the event that there is a change in capitalization, in addition to the Split, prior to the consummation of this Offering. T1V Investment will be issued the shares of Class A Common Stock and Class B Common Stock in exchange for the conversion and cancellation of the convertible notes.

In February 2023, we amended certain convertible notes held by WH&W of $800,000 in aggregate original principal amount plus $432,099 of accrued and unpaid interest thereon (accrued interest through October 11, 2018), equal to an aggregate amount of $1,232,099 (the “Convertible Balance”) that was previously not convertible, but was required to be paid to WH&W upon a deemed liquidation or stock sale as if converted at a conversion price of $2.0268 per share. This amendment provides for the automatic conversion of the Convertible Balance upon the completion of this Offering, at the same conversion price of $2.0268 per share such that upon the completion of this Offering, the Convertible Balance will automatically convert into 188,449 shares of Class A Common Stock (31% of the Convertible Balance based on a price of $2.0268 per share) and 419,451 shares of Class B Common Stock (69% of the Convertible Balance and based on a price of $2.0268 per share). Although, under the original terms of these convertible notes the Convertible Balance was convertible into shares of Series B Preferred Stock, which was then convertible into shares of Class A Common Stock, the allocation of the conversion between shares of Class A Common Stock and Class B Common Stock was mutually negotiated between WH&W and us in consideration for the right to add the automatic conversion of the Convertible Balance. The conversion price will only be adjusted, in

Table of Contents

the event that there is a change in capitalization, in addition to the Split, prior to the consummation of this Offering. WH&W will be issued the shares of Class A Common Stock and Class B Common Stock in exchange for the conversion and cancellation of the Convertible Balance.

On February 21, 2023, in consideration for a loan in the amount of $1,000,000 from KARL STORZ Endoscopy, Inc., one of our major customers (“KARL STORZ”), we issued a convertible promissory note to KARL STORZ in the original principal amount of $1,041,666.67, including an original issuance discount of $41,666.67 (the “KARL STORZ Note”). The KARL STORZ Note accrues interest at a rate of 10% per annum and (unless earlier converted as described below) the principal and accrued interest is due and payable by us on demand at any time after the earlier of November 21, 2023 or the occurrence of an event of default. Principal and accrued interest under the KARL STORZ Note will automatically convert into our equity securities, in the event we offer and sell our equity securities raising aggregate proceeds of $5,000,000 or more, including an automatic conversion into shares of our Class A Common Stock in this Offering, at a conversion price equal to the initial public offering price of the shares in this Offering. The KARL STORZ Note is also convertible, at the option of KARL STORZ, on the same terms as above, upon our sale of equity securities to investors, even where the aggregate proceeds are less than $5,000,000. The KARL STORZ Note is further convertible, at the option of KARL STORZ, upon a change in control (as defined in the KARL STORZ Note).

In connection with the issuance of the KARL STORZ Note, we also issued a warrant to KARL STORZ (the “KARL STORZ Warrant”), which, upon the completion of this Offering, will provide KARL STORZ with the right to purchase shares of the Company’s Class A Common Stock equal to 10% of the number of shares of Class A Common Stock into which the KARL STORZ Note is converted, at an initial exercise price equal to the initial public offering price of the shares in this Offering, subject to certain adjustments. In addition, following the six-month anniversary of the date of the KARL STORZ Warrant, if, at the time of exercise, there is no effective registration statement registering the shares of Class A Common Stock underlying the KARL STORZ Warrant, then the KARL STORZ Warrant may be exercised on a cashless basis.

Our Products

T1V creates visual collaboration solutions for enterprise, education, commercial and healthcare markets. Visual collaboration is the ability to work with multiple pieces of content, live device and web-based content feeds, in a shared digital workspace, which is often referred to as a canvas. ThinkHub® is our multitouch, multiuser software that also supports video conferencing (Zoom, Webex, Microsoft Teams) and web-based productivity tools like Google Workspace and Office 365 to support today’s hybrid workforce.

T1V sells four key products: ThinkHub Room™, ThinkHub Huddle™, ThinkHub Cloud™, and T1V Story™.

T1V also has developed a cloud version of its ThinkHub® software, which it markets under the brand ThinkHub Cloud™. In the fourth quarter of 2021, we released a beta version of ThinkHub Cloud™, which has been tested by some of our key customers.

In the first quarter of 2022, T1V renamed and began branding its ThinkHub® software solutions as ThinkHub Room™. This is a precursor to our e-commerce site, which will allow users to purchase ThinkHub Cloud™ licenses. ThinkHub Cloud™ licenses will be sold as user licenses on a monthly or annual per user basis. ThinkHub Room™ software licenses will also be sold as device licenses and allow users to connect to the ThinkHub Room™. Each ThinkHub Room™ device license will be bundled and sold with a dedicated room computer.

With the release of ThinkHub Cloud™, users will be able to use the T1V app to access ThinkHub Canvases™ through their own personal devices, whether the canvases are hosted on a room device (through ThinkHub Room™) or in the cloud (through ThinkHub Cloud™). This will allow users to create, edit and collaborate in meetings with all remote teams, all in-room teams and hybrid meetings including both in-room and remote participants.

ThinkHub®

ThinkHub® is our visual collaboration solution for global teams. The software is available as a room-based product or cloud-based product, or both.

ThinkHub® is a digital workspace, often referred to as a canvas that allows users to create and manipulate content like notes and sketches, or share their own content to the canvas-like images, videos, or PDFs. All content shared to the canvas, including the canvas itself, can be annotated, resized, and maneuvered with touch.

Table of Contents

ThinkHub® also includes a built-in web browser, and supports web-based content like Google Workspace, Office 365, YouTube, JIRA, and other enterprise productivity tools. Because ThinkHub® powers hybrid teams and spaces, it also supports integrated video conferencing software like Zoom, Webex, and Microsoft Teams.

ThinkHub Room™

ThinkHub Room™ is our primary in-room solution. ThinkHub Room™ is sold as a ThinkHub® software license on a dedicated in-room computer (a ThinkHub computer device). ThinkHub Room™ solutions are offered to customers through a combination of a one-time cost and a recurring license subscription.

One-time Cost: ThinkHub® license for year 1 (required), ThinkHub® computer device (required), display hardware (optional — this may be purchased separately through the Pro AV channel partner), configuration, set-up and license initiation (required), and installation (optional).

Recurring License Agreement: This provides customers with a renewable ThinkHub® license, which can be purchased annually or, if preferred by a customer, can be purchased as a multi-year license. The recurring license agreement ensures that the customer receives ongoing support and software updates as T1V develops new features for the solution. As of December 31, 2022 and December 31, 2021, 90.7% and 91.8% of all active ThinkHub Room™ licenses were annual licenses, respectively. The remaining percentages of active licenses are all multi-year licenses. Multiyear licenses are typically offered with a 5% – 10% discount on the license, depending on the length of term and size of the order.

ThinkHub Huddle™

ThinkHub Huddle™ is an all-in-one, ThinkHub bundle that includes a ThinkHub® computer device, touch display and stylus accessory, web camera, video conferencing (choose from Zoom, Webex, or Microsoft Teams), single hardline input, and compatibility with ThinkHub Cloud™ canvases. This is a low-cost solution developed in the first quarter of 2022 to address demand in the marketplace for in-room collaboration boards that support video conferencing and hybrid teams in the return to work. The bundle is sold as a complete kit to the Pro AV Channel Partners, and also includes all mounting hardware to make installation extremely easy. The ThinkHub Huddle™ follows the same cost model as ThinkHub Room™, with a one-time cost for year 1 and recurring license agreement.

ThinkHub Cloud™

ThinkHub Cloud™ takes the collaborative experience of ThinkHub Room™ and brings it to the user on an individual laptop device. Users can access ThinkHub Cloud™ through the T1V app, where they can create canvases and invite collaborators to join them.

ThinkHub Cloud™ licenses are sold on a per user basis. There are three subscription levels of ThinkHub Cloud™: Free, Pro, and Enterprise. Free and Pro licenses will be available on T1V’s ecommerce site for individual or small group purchase, while Enterprise licenses will be bundled with ThinkHub Room™, and sold via Channel Partners. The plans vary in feature set, with the primary driver being the number of ThinkHub Cloud™ canvases available to the user.

T1V Story™

T1V Story™ enables organizations to visually tell their story. This is a software solution that takes a brand’s assets (logos, color palette, content like images, videos, and PDFs) and reconfigures them into an interactive, touch-based experience. Popular applications within T1V Story™ include an interactive map, timeline, image, and product lines. Each of these applications provides a means for the brand to visually represent their identity and educate their audience on their organization’s history, geographic reach, or lineup of products.

T1V Story™ is primarily used in customer experience centers, briefing centers, alumni and visitor centers, executive lobbies, virtual selling rooms, visualization labs and innovation centers.

Table of Contents

Customers

While all of our customers are seeking collaboration solutions, how each uses and benefits from these collaboration solutions varies across industry and team function. The following describes the types of customers that use our collaboration solutions:

T1V’s primary end user markets are:

1. Enterprise

1.1. Large Enterprise Businesses

Large enterprise businesses are large regional, national, or global private organizations. Many enterprise businesses have collaboration needs that are special to such businesses within a multivendor environment. We offer service and support packages and sell these products primarily through Professional AV dealers and distributors and often in partnership with third-party technology vendors. T1V’s enterprise business is comprised primarily of Fortune 500 companies and includes manufacturing firms; construction and engineering businesses; architecture and design firms; energy companies; defense contractors and technology companies.

1.2. Small-to-Medium Sized Businesses

Our small-to-medium sized business (“SMB”) customers represent a market that is small, but is a growing subset of the enterprise market. These represent organizations with less than 1,000 employees and typically have regional offices. We have developed our ThinkHub Cloud™ and ThinkHub Huddle™ for sales to the SMB market.

2. Higher Education

We target higher education institutions who are looking to outfit their active learning and hybrid classroom environments. Higher education is undergoing enormous changes as it tries to support teaching faculty and staff, and improve the student experience which has been negatively impacted by the COVID-19 Pandemic. The ThinkHub® classroom supports in-room and remote instructors to co-teach curriculum, while also supporting both in-room and remote student participation. We are also able to connect campuses in larger university systems, to ultimately increase access to courses and improve efficiencies across teaching staff. In the classroom, our collaboration solutions enable teachers and students to have more collaborative class sessions. It enables active learning and group-based collaboration amongst students, and is a flexible tool for teachers to use no matter their teaching style. Teachers can prepare canvases and content before class and then share and distribute during and after class.

3. Healthcare

The healthcare market consists primarily of operating rooms and meeting rooms in large hospitals. For this market, we sell products primarily through a partnership we have with a major medical equipment manufacturer (OEM). We sell customized versions of our products to the OEM that are white-labeled for sale to the hospitals.

Customer Concentration

We have two methods of selling our products: (1) sales by our Channel Partners, who buy our products and resell them to our customers (or End Users), and (2) sales directly to End Users, which are customers that purchase our products directly for their own use. In consideration for their marketing and selling our products, we provide Channel Partners with discounts on our products. During the years ended December 31, 2022, 2021 and 2020, no customer represented more than 10% or more of our total revenues. Sales made by our more than 80 Channel Partners accounted for approximately 96%, 92% and 77% of our sales, for the years ended December 31, 2022, 2021 and 2020, respectively. Two of our Channel Partners accounted for an aggregate of approximately 31% and 9% of revenue for the year ended December 31, 2022 and 17% and 9.2% for the year ended December 31, 2021.

Table of Contents

Manufacturer Partners

Planar: T1V partners with Planar displays in order to provide turnkey solutions coupled with T1V’s products to the market. This is beneficial for both T1V, Planar, and end users. Turnkey solutions allow for a seamless installation of room systems with all components known. This helps our support team to completely understand all components within a system when interacting with a customer.

Planar is T1V’s preferred partner for large multi panel video wall and LED wall systems. T1V software is featured in more than 10 Planar showrooms across the US and internationally. Planar and T1V hold joint events for customers that have produced numerous sales leads as their customer base is similar to that of T1V. T1V also works with Planar’s technology team to ensure T1V’s software works seamlessly with Planar’s products.

Avocor: T1V partners with Avocor on single panel displays coupled with T1V systems. Similar to its partnership with Planar, the market prefers the turnkey abilities of T1V coupled with Avocor. Avocor has best in class touch technology with value pricing. T1V also works with Avocor’s technology team to ensure the T1V needs are being met by Avocor’s products.

Advertising and Marketing

T1V’s advertising and marketing is handled exclusively in-house. Our marketing group uses an inbound strategy to drive lead generation for the T1V sales team. This is accomplished through the creation of original content and materials, ranging from product materials like product one sheets and brochures, product and training videos, webinars, customer and use case videos, and thought leadership pieces like eBooks and Whitepapers.

The T1V brand and branding guidelines were designed in house and are maintained by the marketing team. The marketing team uses T1V’s digital channels (website and social) as its primary method in publishing its content. The team uses HubSpot to create automated and drip email campaigns to target, grow and nurture its contact database of 40k+ contacts.

In addition to content and digital channels, T1V marketing uses regional events to target specific verticals and markets for its sales team. The marketing team works with the regional sales directors to create an events calendar, and supports the promotion, materials, and gear that is demoed on site.

2023 Initiatives

In the first half of 2023 the marketing team intends to expand its programming to include paid outreach, and is actively seeking an external agency partner to manage Search Engine Optimization and Search Engine Marketing campaigns, as well as an outbound Sales Development Representative team to increase lead generation for its sales team. We believe that this will be critical to the successful launch of ThinkHub Cloud™.

Sales and Distribution

We sell our products through Channel Partners. The T1V sales team works directly with these regional Channel Partners to identify prospects in order to set up demonstrations. The sales process typically includes a virtual or in-person demonstration from our showroom, called the “T1V Experience Center” and the customer gains a complete understanding of the value and functionality our solutions provide.

T1V works with a variety of partners to bring its collaboration solutions to market. The following describes T1V’s sales and distribution:

Sales

The sales and marketing team consists of 21 persons located in the US (19) and Europe (2) (United Kingdom and Netherlands). T1V’s US sales team covers three regions: Central + West regions (five persons), East region (four persons). These sales teams sell to all customers except for healthcare customers. Our sales team in Europe works closely with distributors of T1V products in order to cover a large territory.

T1V sells through Channel Partners. This is a network of professional audio-visual dealers, who resell T1V collaboration solutions to their customers. The T1V territory managers are responsible for establishing relationships with the Channel Partners in their respective regions.

Table of Contents

With the launch of ThinkHub Cloud™, customers may purchase ThinkHub Cloud licenses directly from T1V through the T1Vapp, or through the ecommerce website, upon its expected launch in 2023. The enterprise version of ThinkHub Cloud™ is sold through existing Channel Partners bundled with ThinkHub Room™.

In the healthcare/medical market, T1V supports the sales team of a specific distributor — the large healthcare OEM described below. The primary responsibility for sales is handled by this Healthcare OEM, which has pre-existing relationships with many hospitals.

Distribution

In the North American market for enterprise and education, T1V does not have any distributors in the U.S., but does have one distributor (Data Visual) in Canada. In the medical market, T1V has an exclusive distribution agreement with a large healthcare OEM (the “Healthcare OEM”) for the U.S. and Canada. The Healthcare OEM distributes a white-label version of ThinkHub® for use in hospital operating rooms by providing our ThinkHub Room™ solution and the Healthcare OEM resells the solution under its own brand name and through its own sales organization.

In the international market, T1V’s Channel Partners also include distributors, who then resell to the Professional AV dealers, who then sell to the end user. We distribute our products outside North America, using the following distributors:

Mindstec Distribution: Asia, Middle East, Africa

Polar: UK, Ireland

MediaPlus: Japan

International Sales

International sales are overseen by our Vice President of International Sales (“VP of International Sales”), who relocated to the Netherlands to be closer geographically to our international operations. Our VP of International Sales directly manages a territory covering the Middle East and Africa. The international sales team includes a territory sales manager residing in the UK (covering Europe), an application engineer also residing in the UK and a VP of Strategic Partnerships, located in the US, all reporting to our VP of International Sales. Our international sales team works with key distribution and Professional AV dealer partners in their respective territories to provide solutions to end user brands. In Asia, the Middle East and Africa, T1V works with Mindstec as our exclusive distribution partner for the resale of products to Professional AV dealers. Our sales in South America are managed by employees located in the U.S.

In the European medical market, T1V works with the European division of the same Healthcare OEM that distributes for us in the U.S. The European division distributes the same white-label version of ThinkHub® distributed by the Healthcare OEM in the U.S. for use in hospital operating rooms.

International sales (i.e., all sales of our products outside of North America) accounted for 11% of our revenues for the year ending December 31, 2022 and 9% of our revenues for the year ending December 31, 2021. Most of our international customers are global enterprise companies with revenues greater than $1 billion and globally distributed teams.

Our Revenue Model

Our revenue model includes two revenue streams: non-recurring and recurring revenue. Each sale at T1V includes a combination of non-recurring and recurring revenue.

Non-recurring revenue includes hardware and services (including installation, commission, customization and configuration) and the upfront portion of software licenses.

Table of Contents

During the past three years, nearly all of our revenue has been generated from sales of room-based products. Typically initial sales orders of our room-based products are sold as bundles with the first year including a room-based license and support along with the non-recurring items (i.e., upfront hardware and services). The non-recurring revenue items are recognized on a percentage completion basis within the first few months after receipt of the initial sales order, until the product is delivered and ready for use, at which point the full non-recurring revenue is recognized. We also make sales of our room-based products where customers pay for multiple years license fees and support at the time of the initial sales order.

The initial room-based license and support revenue is recognized as recurring revenue over the term of the license and support agreement that is bundled with the initial order, starting after the end-user’s first use of the product.

T1V’s products are sold through Channel Partners, including distributors and Professional AV dealers. After the initial term, the end-user will pay the license renewal fee in order to renew the license for the next term. This fee is sometimes paid directly by the end-user to the Company and sometimes it is paid through a Channel Partner. If it is paid through a Channel Partner, then the Channel Partner retains a portion of the license renewal fee, typically 10%.

ThinkHub Cloud™ licenses are user-based. Sales of ThinkHub Cloud™ licenses began in 2022, and have been minimal to date, as the product has not yet been fully released, as a stand-alone product. Currently ThinkHub Cloud serves as a companion product to ThinkHub Room. Users of ThinkHub Room can access a free version of ThinkHub Cloud through the T1V App. Users have the ability to upgrade their license through in-app purchases. An e-commerce website is planned for release in the second half of 2023, which will offer Free and Pro plans.

Pricing

T1V products are priced according to bill of materials, competitive products, and value delivered to the customer. The gross margin varies across our product line depending on the amount of hardware and software delivered. Hardware bundled with our products typically has a very low gross margin as we do not manufacture any hardware. Software and services yield the bulk of our gross margin. Blended gross margin across all of our products is typically 45% – 50%, when excluding recurring revenue. Our blended recurring revenue gross margin is typically greater than 80%. Our plan going forward is to increase the percentage of recurring revenue, which will lead to higher overall gross margins.

We expect margins on ThinkHub Cloud™ to be substantially higher than margins on our other products as we plan to sell it as a license only and not bundled with hardware. All prices are subject to change as new costs per bill of materials are modified, but such changes have not been significant over the past few years.

The T1V price list is managed by the Executive Vice President, Sales and Marketing in conjunction with our Vice President of Operations and Chief Technology Officer.

Competition

The market for communication and collaboration technology services is intensely competitive and subject to significant technological change and changes in practice. Many of these competitors are substantially larger and have considerably greater brand recognition, financial, technical and marketing resources than are generally available to us. While we believe that our innovative collaboration solutions, including our line of ThinkHub® products, provide us with competitive advantages, we face competition from many different sources with respect to our current products and those that we may seek to develop and commercialize in the future. Our products compete in the communications and collaboration technologies markets with products offered by Cisco Webex, Zoom, LogMeIn, GoToMeeting, as well as bundled productivity solutions providers who offer limited content sharing capabilities such as Microsoft Teams, and Google Workspace. In the rapidly evolving “ideation” market, certain elements of our application compete with Microsoft, Google, Oblong, Multitaction, Bluescape, Mersive, Barco, Nureva and Prysm. Portions of our ThinkHub Cloud™ also compete with products offered by Miro, Mural, Figma and Lucid Software.

Our competitive landscape can be segmented into four market categories:

Category 1: Large Conference Rooms and Classrooms, Auditoriums, Corporate Lobbies, Training Centers, Innovation Labs and Customer Experience Centers, that generally utilize large multipanel video walls and allow interactions of more than ten people at a time.

Category 2: Medium Sized Conference Rooms, classrooms and operating rooms, that generally realize a large single panel touch display typically designed for five to ten users at a time.

Category 3: Small Conference rooms or Huddle Spaces that typically utilize a small single panel touch display, designed for fewer than five users at a time.

Table of Contents

Category 4: Remote only users: no rooms involved (cloud-based collaboration).

In Category 1, our product offerings include a high-end version of ThinkHub Room™ and T1V Story™. Our competitors here are Oblong, Multitaction, Bluescape and Prysm.

In Category 2, our primary product offering is our base ThinkHub Room™ product. Competition for this product includes Microsoft Surface Hub, Google Jam Board and Cisco Webex Board.

In Category 3, our primary product offering is ThinkHub Huddle™. Competition for this product includes Zoom Room, Crestron Flex, Mersive Solstice and Barco Clickshare.

In Category 4, our primary product offering is ThinkHub Cloud™. Competition for this product includes Miro, Mural, Figma, and Lucid Software.

We believe our ability to offer solutions in all product categories distinguishes us from most of our competitors. This allows customers that adopt our platform to purchase products from the same company for all four product categories, ensuring compatibility and the use of the same T1V app for each product. For Pro AV Channel Partners, this streamlines their sales process, ease of deployment, and the ability to train their customers and drive adoption across the organization.

T1V Competitive Strengths

T1V Ecosystem

All of T1V’s products can or will be able to be used to provide a collaboration ecosystem for our customers, that allows users to create and collaborate in a room or in the cloud and use these solutions for visual collaboration meetings which are all remote, all in-person or hybrid meetings with some participants in the room and some participating remotely. The user experience is fueled by the T1V app — the companion application that enables all T1V users to connect, collaborate, and co-create with their team members using their preferred T1V solution. This is the same app they will use to connect to all of T1V’s products, providing a seamless, intuitive user experience. The T1V app is available for free download at t1v.com/app.

Visual Collaboration

T1V offers a full service visual collaboration solution. There are only a small number of companies offering such solutions that enable a virtual canvas with multiple items to be accessed and viewed simultaneously from multiple participants at multiple locations.

Hybrid Meetings

High quality hybrid meetings with visual collaboration first require an exceptional in-room experience. This requires the ability for multiple participants in a meeting room to be able to share, view and interact with content on a large touch screen or video wall. We are one of only a few companies with software that provides this high-quality hybrid meeting experience, using our ThinkHub Room™ software that accesses a cloud canvas. The hybrid meeting experience also includes remote participants. Our T1V app allows remote participants to access the same cloud canvas and interact with it in a manner very similar to those in the room. We believe that the quality and features of this interaction sets our hybrid meeting solutions apart from most of our visual collaboration competitors.

Multiple Streams of Dynamic, Synchronous Content

Dynamic content refers to media located outside of our products that can be updated in real time during a meeting. Examples of dynamic content include screen sharing, Google Docs, Office 365 documents and web browsers. T1V is one of the only visual collaboration platforms that allows multiple dynamic content documents to be simultaneously viewed and accessed on a canvas. This allows our customers to use many of the tools that they have used previously and incorporate them into our visual collaboration platform when needed.

Distributed Office Connectivity

Having a solution for in-room and remote, allows our customers, for example, to have all in-room meetings one week, all remote meetings a second week and hybrid meetings for the third week. The same canvas can be used for each of these types of meetings. Work can be done across these meetings on the canvas as the canvas is stored in the cloud.

Table of Contents

Customer Support

T1V’s customer support team consists of a support manager and four support technicians. This team consistently earns high marks for their product knowledge and ability to resolve issues quickly and efficiently. This team covers 20 hours per day five days a week and eight hours per day on the weekends.

Support generally performs the majority of their work on the phone, via email, text or using WhatsApp to assist our international customers. Instant messaging is also available. Along with the support team, we have an escalation path team that consists of two personnel who specialize in issues that go above and beyond the normal support path.

Platform Supporting Remote and Multiple In-room Needs

We believe that T1V is one of the only companies that provides visual collaboration solutions for a variety of room types from large corporate experience centers to small huddle spaces along with a cloud solution for remote users. This allows our customers to purchase an entire solution from us ensuring compatibility with their canvases as they move between room types as well as from the office to the home.

Market Opportunities

The way that people work has drastically shifted over the past two years, as a result of the COVID-19 Pandemic, and, we believe, will continue to create tremendous opportunity in workplace technology for years to come. One of the biggest shifts in the workplace, which we have seen is the growth of hybrid teams, and the need to support hybrid workplaces and meetings. This, along with the growing availability of multimedia content, data, and enterprise productivity tools in the workplace, has created an increased demand for visual collaboration.

Factors Diving the Increased Demand for Collaboration Solutions Products

The COVID-19 Pandemic caused changes in behaviors in how people work, learn and collaborate. We believe that the COVID-19 Pandemic was a catalyst that accelerated these changes, but that these changes began prior to the COVID-19 Pandemic and, we believe, will continue for the foreseeable future.

These changes include:

• A large fraction of the workforce having the ability to work remotely;

• The desire to have meetings between multiple locations without requiring traveling;

• Increase in the number of hybrid meetings in which some participants are in the office or classroom, while others are remote;

• Methods to increase collaboration and maintain company culture when many people are frequently remote;

• Giving workers flexibility to work where they want and when they want;

• Companies and universities desire to encourage employees/students to attend in person meetings/classes using collaborative tools that help give them an experience that they cannot have at home;

• The explosion in video conferencing has led to the realization of the limitations of this technology;

• The desire to travel less due to a range of factors including the pandemic, climate change impact, cost and time savings; and

• Increasing labor costs and difficulty in finding employees driving the need for increased productivity and efficiency.

Table of Contents

From 2017 – 2019, T1V’s revenues increased an average of 35% per year. By 2019, T1V was one of only a few market leaders in the visual collaboration space, which at that time was largely focused on room-based collaboration.

In 2023 and beyond, based on the research and articles referenced above, we believe that there is and will continue to be a need for hybrid working solutions. T1V’s ecosystem is designed to accommodate hybrid work environments in supporting meetings for all in-room participants, all remote participants and meetings with both in-room and remote participants. We believe that the largest growth in the visual collaboration market over the next few years will be for products that support such hybrid work environments.

Our Strategy

We intend to become a leading collaboration solutions company and to continue to develop new products that provide better experiences for our customers for in-person, remote and hybrid work environments. Beginning in the second half of 2023, we plan to implement direct marketing to end users for ThinkHub Cloud™. Within ThinkHub Cloud™ we intend to incorporate in-app promotions to help drive further sales. We anticipate that ThinkHub Cloud™ will not only help drive further sales of our cloud licenses, but will also drive sales of our ThinkHub Room™ products. Similarly, we believe that sales of our ThinkHub Room™ products will also help drive usage, adoption and sales of our ThinkHub Cloud™ products.

We also believe that the same strategies that we used, prior to the COVID-19 Pandemic, for in-room sales will allow us to grow our in-room sales at the same rate or higher (35% – 40% per year) for the next several years, due to the increased demand, the market drivers listed above, and our introduction of ThinkHub Cloud™.

Intellectual Property

General

Intellectual property is an important aspect of our business, and we seek protection for our intellectual property as appropriate. To establish and protect our proprietary rights, we rely upon a combination of patent, copyright, trade secret and trademark laws and contractual restrictions such as confidentiality agreements, licenses and intellectual property assignment agreements. We maintain a policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements to control access to our proprietary information. These laws, procedures and restrictions provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Furthermore, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States, and we therefore may be unable to protect our proprietary technology in certain jurisdictions. Moreover, our platform incorporates software components licensed to the general public under open-source software licenses. We obtain many components from software developed and released by contributors to independent open-source components of our platform. Open-source licenses grant licensees broad permissions to use, copy, modify and redistribute our platform. As a result, open-source development and licensing practices can limit the value of our software copyright assets.

We continually review our development efforts to assess the existence and patentability of new intellectual property. We pursue the registration of our domain names, trademarks and service marks in the United States and in certain locations outside the United States. To protect our brand, we file trademark registrations in some jurisdictions.

Our Intellectual Property

T1V’s core intellectual property is its visual collaboration software platform that allows for multiple users and multiple devices. T1V began developing this software in 2008. T1V was one of the first companies to develop many of the features used in this platform and has obtained several patents and has several patents pending relating to these features.

Table of Contents

The following is a list of our registered and pending patents.

US PATENT NUMBER	TITLE	COUNTRY	FILING DATE	STATUS	GRANT DATE
8,583,491	Multimedia display, multimedia system including the display and associated methods	U.S.	August 13, 2008	Issued	November 12, 2013
8,522,153	Multimedia, multiuser system and associated methods	US	February 11, 2013	Issued	August 27, 2013
8,600,816	Multimedia, multiuser system and associated methods	US	December 31, 2009	Issued	December 3, 2013
9,596,319	Simultaneous input system for web browsers and other applications	US	November 13, 2014	Issued	March 14, 2017
9,953,392	Multimedia system and associated methods	US	February 27, 2015	Issued	April 24, 2018
9,965,067	Multimedia, multiuser system and associated methods	US	October 9, 2013	Issued	May 8, 2018
10,447,744	Simultaneous input system for web browsers and other applications	US	March 10, 2017	Issued	October 15, 2019
10,616,633	System for connecting a mobile device and a common display	US	February 29, 2016	Issued	April 7, 2020
10,768,729	Multimedia, multiuser system and associated methods	US	May 7, 2018	Issued	September 8, 2020
10,809,854	Display capable of object recognition	US	July 12, 2016	Issued	October 20, 2020
10,931,996	System for connecting a mobile device and a common display	US	March 4, 2020	Issued	February 23, 2021
10,976,984	Multi-group collaboration system and associated methods	US	December 13, 2018	Issued	March 13, 2021
11,095,694	Cross network sharing system	US	June 5, 2017	Issued	August 17, 2021
11,240,468	Video conferencing during real time collaboration on a virtual canvas	US	Dec 4, 2020	Issued	February 1, 2022
11,347,367	Real Time Collaboration Over Multiple Locations	US	June 4, 2019	Issued	May 31, 2022
11,416,104	Display Capable of Interacting with an Object	US	October 19, 2020	Issued	August 16, 2022
11,553,016	Cross network sharing system	US	August 2, 2021	Issued	January 10, 2023
11,570,222	Simultaneous input system for web browsers and other applications	US	January 8, 2021	Issued	January 31, 2023
11,609,735	Real time collaboration over multiple locations	US	November 24, 2021

T1V, Inc. S-1/A