Altigen Communications : Financial Statements for the Fiscal Year Ended September 30, 2021

ALTIGEN COMMUNICATIONS, INC.

State of Incorporation: Delaware

670 N McCarthy Blvd, Suite 200

Milpitas, CA 95035

1. 597-9000
   www.altigen.com

SIC Code: 7373

ANNUAL REPORT

For Fiscal Year Ended September 30, 2021

(the "Reporting Period")

The number of shares outstanding of our common stock, par value $0.001 per share ("common stock"), was 23,748,432 shares as of September 30, 2021.

The number of shares outstanding of our common stock was 23,019,456 shares as of September 30, 2020.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes:  No: 

Indicate by check mark whether the company's shell status has changed since the previous reporting period: Yes:  No: 

Indicate by check mark whether a change in control of the company has occurred over this reporting period: Yes:  No: 

For more information:

www.OTCQB.comTicker: ATGN

or

www.altigen.com

Disclosure Regarding Forward-Looking Statements

Any reference to "Altigen" (which also may be referred to as the "Company", "we", "us" or "our") means Altigen Communications, Inc. You should read the following discussion of our financial condition and results of operations together with the audited consolidated financial statements and notes to the audited consolidated financial statements included elsewhere in this annual report (this "Annual Report").

This Annual Report contains, and certain other communications made by us contain "forward-looking statements." Forward-looking statements include, but are not limited to, statements about the effect of the COVID-19 pandemic on our operations and the operations of our customers, our financial condition and our results of operations, our financial position, business strategy, competitive position, potential growth opportunities, future operating performance, effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. Any statement made herein that is not a statement of historical fact should be considered a forward-looking statement. We have based our forward-looking statements on our management's beliefs and assumptions based on information available to our management at the time the statements are made. Use of the words "may," "should," "continue," "plan," "potential," "anticipate," "believe," "estimate," "expect," "intend," "could," "project," "predict" or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

These forward-looking statements rely on assumptions, estimates and predictions that could be inaccurate and that are subject to risks and uncertainties that could cause actual results to differ materially from expected results. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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TABLE OF CONTENTS

		Page
PART A - General Company Information
Item 1.	The Exact Name of the Issuer and its Predecessor (if any)....................................................................	4
Item 2.	The Address of the Issuer's Principal Executive Offices .........................................................................	4
Item 3.	The Jurisdiction and Date of the Issuer's Incorporation or Organization.................................................	4
PART B - Share Structure
Item 4.	The Exact Title and Class of Securities Outstanding ...............................................................................	4
Item 5.	Par or Stated Value and Description of the Security ................................................................................	4
Item 6.	The Number of Shares or Total Amount of the Securities Outstanding for Each Class of Securities
	Authorized ...............................................................................................................................................	6
Item 7.	The Name and Address of the Transfer Agent .........................................................................................	6
PART C - Business Information
Item 8.	The Nature of the Issuer's Business .........................................................................................................	6
Item 9.	The Nature of Products or Services Offered ............................................................................................	10
Item 10.	The Nature and Extent of the Issuer's Facilities.......................................................................................	23
PART D - Management Structure and Financial Information
Item 11.	The Name of the Chief Executive Officer, Members of the Board of Directors, as well as Control
	Persons ....................................................................................................................................................	23
Item 12.	Financial Information for the Issuer's Most Recent Fiscal Period ...........................................................	25
Item 13.	Similar Financial Information for Such Part of the Two Preceding Fiscal Years as the Issuer or its
	Predecessor Has Been in Existence. ........................................................................................................	25
Item 14.	Beneficial Owners ....................................................................................................................................	25
Item 15.	The Name, Address, Telephone Number, and Email Address of Each of the Advisors to the
	Issuer on Matters Relating to Operations, Business Development and Disclosure .................................	26
Item 16. Management's Discussion and Analysis or Plan of Operation ................................................................	26
PART E - Issuance History
Item 17.	List of Securities Offerings and Shares Issued for Services in the Past Two Years .................................	33
PART F - Exhibits
Item 18.	Material Contracts....................................................................................................................................	33
Item 19.	Articles of Incorporation and Bylaws ......................................................................................................	34
Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers...................................................	34
Item 21.	Issuer's Certifications...............................................................................................................................	34
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PART A - GENERAL COMPANY INFORMATION

Item 1. The Exact Name of the Issuer and its Predecessor (if any)

Exact name of the issuer: Altigen Communications, Inc.

Exact names of predecessor entities in the past five years and dates of name changes: Not applicable.

Item 2. The Address of the Issuer's Principal Executive Offices

Principal Executive Offices:	670 N McCarthy Blvd, Suite 200
	Milpitas, CA 95035
	Telephone: [phone]
	Facsimile: [phone]
	Website:www.altigen.com
Investor Relations Officer:	Carolyn David, Vice President of Finance
	670 N McCarthy Blvd, Suite 200
	Milpitas, CA 95035
	Telephone: [phone]
	Email Address: [e-mail]

Item 3. The Jurisdiction and Date of the Issuer's Incorporation or Organization

Altigen was incorporated in the state of California in May 1994, and reincorporated in the State of Delaware in June 1999. Altigen is currently active and in good standing with the State of Delaware.

PART B - SHARE STRUCTURE

Item 4. The Exact Title and Class of Securities Outstanding

Altigen has only one class of outstanding stock:

Title: Common Stock, par value $0.001

CUSIP: 021489109

OTCQB Trading Symbol: ATGN

In addition, Altigen has issued options to purchase shares of its common stock, of which 2,425,114 were still outstanding as of September 30, 2021. No shares of preferred stock are currently outstanding.

Item 5. Par or Stated Value and Description of the Security

Common Stock

The Company's outstanding securities consist solely of shares of common stock, par value $0.001 per share. The Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") authorizes 50,000,000 shares of common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders. Holders of common stock do not have cumulative voting rights. Therefore, holders of more than 50% of the shares of common stock are able to elect all of the Company's directors eligible for election in a given year. The holders of common stock are entitled to dividends if declared by the Company's board of directors (the "Board of Directors"). There are no redemption or sinking fund provisions applicable to the common stock, and holders of common stock are not entitled to any preemptive rights with respect to additional issuances of common stock by the Company.

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Preferred Stock

The Certificate of Incorporation also authorizes 5,000,000 shares of preferred stock, par value $0.001 per share. The Company may issue these shares of preferred stock without the approval of the holders of common stock. The Board of Directors has the discretion to issue the preferred stock in such series and with such preferences and rights as it may designate, including, among other things, dividend rights, voting rights, conversion rights and liquidation rights as well as redemption or sinking fund provisions.

The purpose of authorizing the Board of Directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of the Company's outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of the Company's common stock by restricting dividends on the Company's common stock, diluting the voting power of the Company's common stock or subordinating the liquidation rights of the Company's common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of the Company's common stock.

Provisions in the Company's Certificate of Incorporation and Bylaws That Would Delay, Defer or Prevent a Change of Control

Authorized but Unissued Capital Stock

The authorized but unissued shares of common stock and preferred stock are available for future issuance without shareholder approval, subject to any limitations imposed by the listing standards of the market on which such shares are traded, if any. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.

Classified Board of Directors

The Certificate of Incorporation and the Company's Second Amended and Restated Bylaws (the "Bylaws") include provisions classifying the Board of Directors into three classes with staggered three-year terms. Accordingly, only one third of the Board of Directors of directors will be elected at each annual meeting of stockholders.

Cumulative Voting

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. The Certificate of Incorporation does not authorize cumulative voting. Accordingly, a holder or group of holders of a majority of the shares of the Company's common stock are able to elect all of the directors.

Advance Notice

The Company's Second Amended and Restated Bylaws (the "Bylaws") require advance notice relating to certain stockholder business and Board of Director nominees to be considered at stockholder meetings. Under the Bylaws, stockholders are not permitted to call special meetings of stockholders unless they own a majority of the capital stock of the Company.

Shareholder Action by Written Consent

Pursuant to Section 228 of the Delaware General Corporation Law, any action required to be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless a corporation's certificate of incorporation provides

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