Case 1:18-cv-01519-MN Document 239-4 Filed 11/20/20 Page 1 of 4 PageID #: 8757
`Case 1:18—cv-01519—MN Document 239-4 Filed 11/20/20 Page 1 of 4 PageID #: 8757
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`EXHIBIT 13
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`Case 1:18-cv-01519-MN Document 239-4 Filed 11/20/20 Page 2 of 4 PageID #: 8758
`Case 1:18-cv-01519-MN Document 239-4 Filed 11/20/20 Page 2 of 4 PageID #: 8758
`Table nl'Cunlenls
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`UNITED STATES
`SECURITIES ANI) EXCHANGE CONIMISSION
`Washington, DC. 20549
`
`FORM Ill-K
`
`Mark One)
`
`
`
`El
`
`ANNUAL REPORT l'lJRSlJAN’I‘ TO SEC’I‘ION 13 OR [5(d) 0F TH E SECURITIES EXCHANGE ACT OF 1934
`
`For Fiscal Year Ended: December 3|, 2018
`OR
`
`[I
`
`TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURlTlES EXCHANGE ACT OF 1934
`
`to
`For the transition period from
`Commission file number: 001-33304
`
`-
`fI
`I njanCyberseeuritv
`FINJAN HOLDINGS, INC.
`[Exact name of registrant as specified in its charter)
`
`Delaware
`
`(State or other jurisdiction of
`incorporation or organization)
`
`2000 University Avenue, Suite 600, East Palo Alto, CA
`(Address of principal executive offices)
`Registrant’s telephone number, including area code: 650-282-3228
`
`204075963
`
`(l.R.S. Employer
`Identification No.)
`
`94303
`(Zip Code)
`
`Securities registered pursuant to Section 12(b) of the Act: None
`
`Securities registered pursuant to Section l2[g) of the Act: Common Stock, par value $0.00“ per share
`
`
`
`No Kl
`|
`Indicate by check mark ifthe registrant is a well—known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes
`El No E
`Indicate by clteck mark ii‘tlte registrant is not required to tile reports pursuant to Section 13 or 15(d) ol'the Exchange Act. Yes
`Indicate by check mark whether the registrant (1) has filed all reports required to he filed by Section 13 or 15(d) ofthe Exchange Act of I934 during the
`
`
`preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
`
`for the past 90 days. Yes KI No |
`
`Indicate by clteck mark w tether the registrant has submitted electronically every interactive Data File required to be submitted pursuant to Rule 405 of
`Regulation S—T (5232.405 of this chapter) during the preceding 12 months (or for such sltorter period that the registrant was required to submit such
`tiles). Yes E No [1
`Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S—K {§229.405 of this chapter) is not contained herein, and
`will not be contained, to the best of registrant’s knowledge,
`in definitive proxy or information statements incorporated by Ieference in Part III of this
`
`Form l0—K or any amendment to this Form 10—K. :l
`Indicate by check mark whether the registrant is a large accelerated liler, an accelerated liler. a non—accelerated liler. smaller reporting company. or an
`emerging growth company. See the definitions ol‘tlte “large accelerated filer," “accelerated filer.” “non—accelerated filer," “smaller reporting company.”
`and “emerging growth company" in Rule 12b—2 ol'tlte Exchange Act.
`
`Large accelerated liler
`Non—accelerated liler
`
`E]
`E
`
`Accelerated filer
`Smaller reporting company
`Emerging growth company
`
`CI
`E
`III
`
`ll'an emerging growth company, indicate by check mark il'tlte registrant has elected not to use the extended transition period for complying with any
`new or revised financial accounting standards provided pursuant to Section 13(a) ol'the Exchange Act. o
`
`
`Indicate by check mark whether the registrant is a shell company {as defined in Rule 12h—2 of the Exchange Act). Yes
`| No I“
`As oflune 30, 2018, there were 2T,1T2,924 shares of the registrant‘s common stock, par value $0.000] per share, issued and outstanding. Of these,
`20,953,563 shares were held by non—alliliates ol' the registrant. The market value of securities held by non—affiliates was $?1.238.?3l as ol'June 30,
`2013, based on the closing price ol'$3.40 for the registrant‘s common stock on June 30. 2018.
`As of March 7, 2019, there were 21595340 shares ofthe registrant’s common stock, par value 380.0001 per share, issued and outstanding.
`IMCIJNIEN'I‘S INCORI’ORA'I‘EI) BY REFERENCE:
`Portions of Finjan Holdings, |nc.’s Proxy Statement in connection with its Annual Meeting of Stockholders to be held in 2019 are incorporated by
`reference into Part [I] ofthis Ieport.
`
`
`
`FINJAN-RPD 043650
`
`

`

`Case 1:18-cv-01519-MN Document 239-4 Filed 11/20/20 Page 3 of 4 PageID #: 8759
`Case 1:18-cv-01519-MN Document 239-4 Filed 11/20/20 Page 3 of 4 PageID #: 8759
`'11?qu ()I'Cunlcnbi
`
`CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
`
`TABLE OF CONTENTS
`
`PART I
`
`ITEM 1.
`ITEM IA.
`ITEM 13.
`ITEM 2.
`ITEM 3.
`ITEM 4.
`
`BUSINESS
`RISK FACTORS
`U N R ESOLVED STAFF COMMENTS
`PROPERTIES
`LEGAL PROCEEDINGS
`MINE SAFE’I'Y DISCLOSURES
`
`PART II
`
`ITEM 5.
`
`ITEM 6.
`ITEM T.
`
`ITEM TA.
`ITEM 8.
`ITEM 9.
`
`ITEM 9A
`ITEM QB.
`
`MARKET FOR REGIS’I'RAN'I"S COMMON EQUITY, RELATED STOCKHOLDER
`MATTERS AND ISSUER PURCIIASES OF EQUITY SECURITIES
`SELECTED FINANCIAL DATA
`MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
`RESULTS OF OPERATIONS
`
`QUAN'I'I'I'A'I'IVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
`FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
`CHANGES IN AND DISAGREEMENTS WI'I'I-I. ACCOUNTANTS ON ACCOUNTING AND
`FINANCIAL DISCLOSURE
`CONTROLS AND PROCEDURES
`OT HER IN FORMATION
`
`PARTIII
`
`ITEM [0.
`ITEM 11.
`ITEM 12.
`
`ITEM [3.
`
`ITEM 14.
`
`DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
`EXECUTIVE COMPENSATION
`SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
`AND RELATED STOCKHOLDER MATTERS
`CERTAIN RELATIONSIIIPS AND RELATED TRANSACTIONS, AND DIRECTOR
`INDEPENDENCE
`PRINCIPAL ACCOUNTING FEES AND SERVICES
`
`PART IV
`
`ITEM 15.
`ITEM [6.
`
`EXHIBITS, FINANCIAL STATEMENT SCHEDULES
`FORM IO—K SUMMARY
`
`SIGNATURES
`
`14
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`25
`25
`25
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`26
`36
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`27
`37
`37
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`37
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`38
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`38
`38
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`38
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`38
`39
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`40
`40
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`42
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`la)
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`FINJAN-RPD 043651
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`

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`Case 1:18-cv-01519-MN Document 239-4 Filed 11/20/20 Page 4 of 4 PageID #: 8760
`Case 1:18-cv-01519-MN Document 239-4 Filed 11/20/20 Page 4 of 4 PageID #: 8760
`Table ofConlean
`
`Overview
`
`We operate a cybersecurity business, focused on licensing and enforcement, developing mobile security applications, and investing in
`emerging cybersecurity technologies and intellectual property.
`
`We operate our cybersecurity business through our wholly—owned subsidiaries including, Finjan, Finjan Blue, and Finjan Mobile.
`
`'l'hroughFinjan,—
`— Founded in
`1997, Finjan developed and patented technologies that are capable of detecting previously unknown and emerging threats on a real—time,
`behavior~based, basis, in contrast to signature—based methods of intercepting only known threats to computers. The older signature~based
`methods, were standard in the web and network security industry during the 1990s. As the web and endpoint security industries — known as
`cybersecurity — have transitioned to behavior—based detection of malicious code, we believe that our patented technologies continue to be
`widely used by third parties in a number of market segments. We intend to maximize the economic benefits of our technologies through
`ftu‘lher licensing and to broaden our technologies and patent holdings through acquisitions and strategic partnerships.
`
`As a core element of our continued patent licensing and enforcement business, our management team, having expertise with technology and
`IP moneti7ation, monitors a number of markets and assesses and observes the adoption of our patented technologies in these markets. Our
`management team, in conjunction with outside legal, technical, and financial experts concludes on a case—by—case basis whether or not they
`believe that Finjan’s patented technologies are being used. Based on these observations, we continue to believe our patented technologies
`are highly relevant in specific cybersecurity technology areas including, but not limited to, endpoinlfcloud software, web gatewaye’intemet
`infrastructure, and networking equipment markets. From that basis, we pursue unlicensed entities through licensing, assertion of claims or
`both to preserve the value of our portfolio in general. This also reinforces the value to existing licensees of the Finjan patent portfolio.
`
`Since the sale of its hardware and software operations in 2009, our primary source of income and related cash flows has been the
`enforcement of its patent rights against unauthorized use and to a lesser extent, income derived from intellectual property licenses granted to
`third parties for the use of patented technologies that are owned by Finjan.
`
`Finjan Blue was founded to support our development and licensing efforts ofthe IBM Security Patents obtained by Finjan Blue through the
`Patent Assignment and Support Agreement and the May 2018 Patent Assignment Agreement with [BM. 'l‘he Agreements, the terms of
`which are confidential, includes pathways for Finjan and IBM to consider development efforts in the future and provides for the sharing of
`pertinent institutional knowledge and resources by [HM to Finjan Blue.
`
`Finjan Mobile was founded to ensure that mobile devices are protected against spies, phishing and malware attacks. Given the uptrend in
`mobile device usage coupled with the amount of transient corporate data, the average mobile user presents and represents higher risks of
`data loss through hacking. The consumer mobile device has become so convenient that consumers oflen ignore online security and
`download apps and blindly agree to terms of service, purchase products, pay bills, connect to free Wi—Fi, and not think twice about personal
`data and photos stored on their devices. We started research and development of security products for mobile devices which benefit fi‘om
`technologies developed and patented by Finjan but also include the invention of new mobile technologies that will help expand our existing
`patent portfolio. Products currently available include our Finjan Mobile Secure Browser and a Virtual Private Network (VPN), recently re—
`branded as lnvinciBull, which can be used within the Finjan Browser or separately to encrypt data and keep consumers secure.
`
`As of December 31, 2018, we had 10 employees. We intend to hire or engage additional full—time professionals, employees, andfor
`consultants in alignment with our growth strategy. Although the market is highly competitive for attracting and retaining highly qualified
`professionals in our industry, we continue our endeavor to find such candidates for our Company. Our management team and additional
`personnel that we may hire in the future will be primarily responsible for executing and implementing our licensing and enforcement
`strategy, including analyzing licensing and enforcement opportunities, making tactical decisions related to our strategy, identifying new
`applications for our existing cybersecurity technologies and pursuing opportunities to invest
`in new technologies through strategic
`partnerships and acquisitions.
`
`28
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`FINJAN-RPD 043678
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`