As filed with the Securities and Exchange Commission on March10, 2023.

Registration No. 333-269391

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

______________

Amendment No. 1

to

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 LP 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.

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 March10, 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 3,020,000shares 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 (with our shares of Class A Common Stock being reflected on a post-forward split basis as discussed below). 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.”

Following this Offering, we will 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 convertedinto 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 common stock of the Company, effective prior to the completion of this Offering, at a ratio of 25-for-1 which was authorized and approved by our board of directors and was approved by our stockholders on February28, 2023, and which forward stock split will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part (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 120,800shares 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 Stockholdersto 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

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
UNDERWRITERS	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.

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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.

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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 February28, 2023, and which was filed with the Secretary of State of Delaware on February28, 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 150,000,000shares of Class A Common Stock and, 10,000,000shares 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 February28, 2023, and which will be filled with the Secretary of State of Delaware prior to the effectiveness of the registration statement of which this prospectus forms a part;

•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 B Common Stock, (iii) increasing the number of shares of authorized preferred stock to 10,000,000shares 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 February28, 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 February28, 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 February28, 2023, and which Split will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part;

•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 February28, 2023;

•the reclassification, on February28, 2023, of all outstanding shares of our common stock into shares of Class A Common Stock;

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•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 1,612,250shares 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 1,617,650shares 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 $517,408 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 1,024,340shares 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 February28, 2023, into 193,115shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 429,836shares 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 October11, 2018) into 188,449shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451shares 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 340,000shares 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 112,800shares 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 $374,848 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 174,793shares 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.

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•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 $15,781 of accrued and unpaid interest thereon (accrued interest through February28, 2023) into 43,156shares 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 $55,340 of accrued and unpaid interest thereon (accrued interest through February28, 2023) into 22,596shares 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 137,400shares 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 $1,998 in accrued interest and unpaid thereof (accrued interest through February28, 2023) into 208,733shares 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 $80,236 of accrued and unpaid interest (accrued interest through February28, 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 16,047shares 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 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.

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

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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 September30, 2022, provides that the global visual collaboration market was estimated to be greater than $500million in 2021 and is expected to grow to more than $1.3billion 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 March15, 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 June23, 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, December9, 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 January1, 2020 through December31, 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 December31, 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 $500million 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 December31, 2022, we invested $427,000 in research and development for our ThinkHub Cloud product. Furthermore, we are planning to use $2million of the funds raised in this Offering to invest in R&D for ThinkHub Cloud. Further, we plan to use an additional $2million 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.

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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.

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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 18 patents issued in the US, with 14 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.

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“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.

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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.”

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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, including, but not limited to effectuating the Split. 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

We intend to effect the Split prior to the issuance of any shares of Class B Common Stock and prior to the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of this Offering, at a ratio of 25-for-1, as authorized and approved by our board of directors, and approved by our stockholders on February28, 2023, and which Split will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of this Offering. The conversion or exercise prices of our issued and outstanding convertible securities, stock options and warrants will be adjusted accordingly. All share and per share information in this prospectus other than in our financial statements and the notes thereto assumes the consummation of 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 have been adjusted to give effect to such assumed Split.

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Series B Dividend

Our board of directors has authorized and approved, and subject to the approval of our stockholders, we will amend our certificate of incorporation, in the form of an amended and restated certificate of incorporation, which will provide for the declaration and payment of a special dividend to the holders of Series B Preferred Stock, by issuing to them an aggregate of 336,545shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,682,727, as of February28, 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”). 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.

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SUMMARY OF THE OFFERING

Shares offered	$15,100,000 of shares of Class A Common Stock, which is 3,020,000shares 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	3,020,000shares 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)	8,283,274shares, regardless as to whether any over-allotment shares are exercised by the underwriters.
Class B Common Stock outstanding before and after this Offering	0shares, immediately before, and 2,461,537shares after the Offering.
Forward stock split	The Company intends to effect the Split at a ratio of 25-for-1 prior to the issuance of any shares of Class B Common Stock and prior to the completion of this Offering, and after which all then outstanding shares of common stock will be re-classified as shares of Class A Common Stock. 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.

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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) $2million for sales and marketing of ThinkHub Cloud™ product offerings; (ii) $2million for research and development for our ThinkHub Cloud™ product offerings; (iii) approximately $2million 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 120,800shares of our Class A Common Stock (4% of the shares of Class A Common Stock sold in this Offering, excluding the shares underlying the Over-Allotment Option), 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.

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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 February28, 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.

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(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 845,175shares of our Class A Common Stock outstanding on February 28, 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 336,545 shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,682,727, as of February 28,

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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 $517,408 of accrued and unpaid interest thereon (accrued interest through February 28, 2023), into 1,024,340 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 February 28, 2023), into 193,115 shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 429,836 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 $374,848 of accrued and unpaid interest thereon (accrued interest through February 28, 2023), into 174,793 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; (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 $15,781 of accrued and unpaid interest thereon (accrued interest through February 28, 2023) into 43,156 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 $55,340 of accrued and unpaid interest thereon (accrued interest through February 28, 2023) into 22,596 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 $1,998 in accrued interest and unpaid thereof (accrued interest through February 28, 2023) into 208,733 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 $80,236 of accrued and unpaid interest (accrued interest through February 28, 2023) relating to a certain promissory note in the original principal amount of $75,000,

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issued to IMAF, which promissory note was not previously convertible, into 16,047shares 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 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) 2,475 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 will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part; and excludes:

•2,461,537shares 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;

•49,596shares 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 458,850shares 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;

•733,875shares 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;

•800,000shares 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

•120,800shares 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:

•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; and

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

•the occurrence of the Split at a ratio of 25-for-1.

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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 December31, 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	)

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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 December31, 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.

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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 $2.0million of such debt from the proceeds of this Offering, and (ii) convert approximately $9.7million 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.

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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.

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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.

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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

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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 December31, 2021, respectively. Two of our Channel Partners accounted for an aggregate of approximately 31% and 8% of revenue for the year ended December31, 2022 and 17% and 9.2% for the year ended December31, 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;

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•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 December31, 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.

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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

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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

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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

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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 December31, 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.

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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 76 full-time employees as of February28, 2023 from 50 full time employees at January1, 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.

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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.”

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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 $14.6million 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.

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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.

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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.

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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

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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;

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•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

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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.

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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 733,875shares of Class A Common Stock with an average weighted exercise price of $0.96 per share and warrants to purchase up to 49,596shares 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 $9.7million 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.

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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 8,283,274shares of Class A Common Stock and 2,461,537shares 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 1,612,250shares 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 1,617,650shares of Class A Common Stock; (iii) the payment of the Series B Dividend, pursuant to the issuance of an aggregate of 336,545shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,682,727, as of February28, 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 $517,408 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 1,024,340shares 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 February28, 2023), into 193,115shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 429,836shares 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 October11, 2018) into 188,449shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451shares of Class B Common Stock (69% of the aggregate principal amount and accrued

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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 340,000shares 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 112,800shares 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 $374,848 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 174,793shares 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; (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 $15,781 of accrued and unpaid interest thereon (accrued interest through February28, 2023) into 43,156shares 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 $55,340 of accrued and unpaid interest thereon (accrued interest through February28, 2023) into 22,596shares 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 137,400shares 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 $1,998 in accrued interest and unpaid thereof (accrued interest through February28, 2023) into 208,733shares 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 $80,236 of accrued and unpaid interest (accrued interest through February28, 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 16,047shares 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 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) 2,475shares 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, and which Split will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part; and excluding (A) 2,461,537shares of Class A Common Stock into which shares of Class B Common Stock are

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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) 49,596shares 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 456,567shares 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) 733,875shares 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) 800,000shares 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) 120,800shares 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 733,875shares 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 2,475shares of Class A Common Stock exercisable pursuant to outstanding warrants, with a weighted exercise price of $0.0004, mentioned above and (ii) 49,596shares 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

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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 February1, 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;

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•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

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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

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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.

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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.

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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.

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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.

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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.

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

•approximately $2million for research and development;

•approximately $2million 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 $2million in outstanding indebtedness from the net proceeds of this Offering, allocated as follows:

•Approximately $1.5million 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.

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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 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.

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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 February28, 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.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and our capitalization as of December31, 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 February28, 2023, as if such reclassification had occurred on December31, 2022;

(ii)the conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250shares of Class B Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December31, 2022;

(iii)the conversion of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650shares of Class A Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December31, 2022;

(iv)the payment of the Series B Dividend, pursuant to the issuance of 336,545shares 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 December31, 2022;

(v)the conversion of an aggregate of $3,415,369 in principal amount of certain convertible notes, plus $572,548 of accrued and unpaid interest thereon, into 1,046,936shares of Class A Common Stock, prior to the completion of this Offering, as if such conversion had occurred on December31, 2022;

(vi)the conversion 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 February28, 2023), into 193,115shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 429,836shares 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 December31, 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 October11, 2018) into 188,449shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451shares 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 December31, 2022;

(viii) the conversion of $499,118 in principal amount of notes payable to the Company’s Chief Executive Officer, plus $374,848 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 152,595shares of Class A Common Stock, prior to the completion of this Offering, as if such conversion had occurred on December31, 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, and which Split will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part;

(x)the conversion of $1,700,000 of accrued and unpaid interest thereon of revenue loans held by Decathlon into 340,000shares of Class A Common Stock, $282,000 of accrued and unpaid interest thereon (accrued interest through February28, 2023) of revenue loans held by WH&W into 56,119shares of Class A Common Stock, $282,000 of accrued and unpaid interest thereon of revenue loans held by Christopher McKee into 56,119shares of Class A Common Stock, as if such conversion had occurred on December31, 2022;

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(xi)the exercise of warrants for 137,400shares 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 December31, 2022;

(xii)  the termination of warrants which would have been exercisable for 689,850shares 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 December31, 2022;

(xiii) the issuance of warrants to Decathlon exercisable for 34,000shares of Class A Common Stock, to WH&W exercisable for 5,640shares 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 December31, 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 $15,781 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 43,156shares of Class A Common Stock, prior to the completion of this Offering, as if such conversion had occurred on December31, 2022;

(xv)  the exercise of warrants for 2,475shares of Class A Common Stock with a weighted exercise price of $0.0004 as if such exercise had occurred on December31, 2022;

(xvi) the conversion, of $80,236 of accrued and unpaid interest (accrued interest through February28, 2023) of a certain promissory note of $75,000 in original principal amount held by IMAF, into 16,047shares of Class A Common Stock; and

(xvii)the conversion, of $1,041,667 in original principal amount and $1,998 in accrued and unpaid interest (accrued interest through February28, 2023) of a promissory note held by KARL STORZ, into 208,733shares of Class A Common Stock, as if such conversion had occurred on December31, 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 $1.705million 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;

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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		—		—		—

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	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 8,283,274 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, 2,461,537, and 2,461,537 shares issued and outstanding on an actual, pro forma and pro forma as adjusted basis, respectively		—			2,462			2,462
Additional paid-in capital		—			25,141,093			40,238,073
Accumulated deficit		(32,395,801	)		(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 $2.0million, 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 February28, 2023, as if such reclassification had occurred on December31, 2022; (ii) the conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250shares of Class B Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December31, 2022; (iii) the conversion of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650shares of Class A Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December31, 2022; (iv) the payment of the Series B Dividend, pursuant to the issuance of an aggregate of 336,545shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,682,727, as of February28, 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 December31, 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 $517,408 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 1,024,340shares 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 December31, 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 February28, 2023), into 193,115shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 429,836shares 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 December31, 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 October11, 2018) into 188,449shares of Class A Common Stock

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(31% of the aggregate original principal amount and such accrued interest converted) and 419,451shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted), as if such conversion had occurred on December31, 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 340,000shares 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 December31, 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 112,800shares 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 December31, 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 $374,848 of accrued and unpaid interest thereon (through February28, 2023), into 174,793shares 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 December31, 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 $15,781 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 43,156shares 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 December31, 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 $55,340 of accrued and unpaid interest thereon (accrued interest through February28, 2023) into 22,596shares 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 December31, 2022; (xiii) the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400shares 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 December31, 2022; (xiv) the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount and $1,998 in accrued interest on a promissory note held by KARL STORZ, into 208,733shares 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 December31, 2022; (xv) the conversion, upon the completion of this Offering, of $80,236 of accrued and unpaid interest (accrued interest through February28, 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 16,047shares 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 December31, 2022; (xvi) the exercise of 2,475shares 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 December31, 2022; and (xvii) the occurrence

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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 February28, 2023, and which will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part, as if such Split had occurred on December31, 2022; and excludes:

•2,461,537shares 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;

•49,596shares 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 458,850shares 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;

•733,875shares 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;

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

•120,800shares 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.

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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 December31, 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 December31, 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 February28, 2023, as if such reclassification had occurred on December31, 2022; (ii) the conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,612,250shares of Class B Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December31, 2022; (iii) the conversion of all outstanding shares of the Company’s Series B Preferred Stock into 1,617,650shares of Class A Common Stock, immediately prior to the completion of this Offering, as if such conversion had occurred on December31, 2022; (iv) the payment of the Series B Dividend, pursuant to the issuance of an aggregate of 336,545shares of Class A Common Stock, which is equal to an aggregate dividend amount of $1,682,727, as of February28, 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 December31, 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 $517,408 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 1,024,340shares 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 December31, 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 February28, 2023), into 193,115shares of Class A Common Stock (31% of the aggregate principal amount and accrued interest converted) and 429,836shares 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 December31, 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 October11, 2018) into 188,449shares of Class A Common Stock (31% of the aggregate original principal amount and such accrued interest converted) and 419,451shares of Class B Common Stock (69% of the aggregate principal amount and accrued interest converted), as if such conversion had occurred on December31, 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 340,000shares 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 December31, 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 112,800shares 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 December31, 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 $374,848 of accrued and unpaid interest thereon (through February28, 2023), into 174,793shares of Class A Common Stock (assuming a conversion price of $5.00, which is the value per

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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 December31, 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 $15,781 of accrued and unpaid interest thereon (accrued interest through February28, 2023), into 43,156shares 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 December31, 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 $55,340 of accrued and unpaid interest thereon (accrued interest through February28, 2023) into 22,596shares 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 December31, 2022; (xiii) the exercise, upon the completion of this Offering, of warrants for an aggregate of 137,400shares 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 December31, 2022; (xiv) the conversion, upon the completion of this Offering, of an aggregate of $1,041,666.67 in original principal amount and $1,998 in accrued interest on a promissory note held by KARL STORZ, into 208,733shares 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 December31, 2022; (xv) the conversion, upon the completion of this Offering, of $80,236 of accrued and unpaid interest (accrued interest through February28, 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 16,047shares 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 December31, 2022; (xvi) the exercise of 2,475shares 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 December31, 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 February28, 2023, and which will be completed prior to the effectiveness of the registration statement of which this prospectus forms a part, as if such Split had occurred on December31, 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 December31, 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.

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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	$