What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-31 · 1199 added, 1109 removed, 288 unchanged (89% of the section changed)

Risk Factors.

You should carefully consider

the risks described below, as well as general economic and business risks and the other information in this Annual Report on Form 10-K.

The occurrence of any of the events or circumstances described below or other adverse events could have a material adverse effect on our

business, results of operations and financial condition and could cause the trading price of our common stock to decline.

Additional risks

or uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Related to Our Financial Position and

Need for Capital

We have generated no significant revenue

from commercial sales to date and our future profitability is uncertain.

We were incorporated in September

2017 and have a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business

Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently

encountered in connection with development and expansion of a new business enterprise.

Since inception, we have incurred losses and expect

to continue to operate at a net loss for at least the next several years as we commence our research and development efforts, conduct

clinical trials and develop manufacturing, sales, marketing and distribution capabilities.

Our net loss for the years ended December 31,

2024 and 2023 was $35,020,058 and $32,390,447, respectively, and our accumulated deficit as of December 31, 2024 was $168,094,569.

can be no assurance that the products under development by us will be approved for sale in the U.S.

or elsewhere.

Furthermore, there can

be no assurance that if such products are approved, they will be successfully commercialized, and the extent of our future losses and

the timing of our profitability are highly uncertain.

If we are unable to achieve profitability, we may be unable to continue our operations.

If we fail to obtain the capital necessary

to fund our operations, we will be unable to continue or complete our product development and you will likely lose your entire investment.

We will need to continue to

seek capital from time to time to continue development of our lead drug candidate beyond our initial combined Phase I/IIa clinical trial

and to acquire and develop other product candidates.

Once approved for commercialization, we cannot provide any assurances that any revenues

it may generate in the future will be sufficient to fund our ongoing operations.

You should carefully

consider the risks described below, as well as general economic and business risks and the other information in this Annual Report on

The occurrence of any of the events or circumstances described below or other adverse events could have a material adverse

effect on our business, results of operations and financial condition and could cause the trading price of our common stock to decline.

Additional risks or uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

RISK FACTOR SUMMARY

Our business is subject to

numerous risks and uncertainties, including those highlighted in Section 1A titled “Risk Factors,” that represent challenges

that we face in connection with the successful implementation of our strategy.

The occurrence of one or more of the events or circumstances

described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may have an adverse

effect on our business, cash flows, financial condition and results of operations.

Such risks include, but are not limited to:

our financial situation creates doubt

whether we will continue as a going concern;

to remain compliant with the requirements for continued listing on The Nasdaq Capital Market

we have generated no significant

revenue from commercial sales to date, and our future profitability is uncertain;

if we fail to obtain the

capital necessary to fund our operations, we will be unable to continue or complete our product development, and you will likely

lose your entire investment;

we may need to raise additional

funding, which may not be available on acceptable terms, or at all;

even if we can raise additional

funding, we may be required to do so on terms that are dilutive to you;

the regulatory approval

process is expensive, time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of our future

product candidates, if any;

we may encounter substantial

delays in completing our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate safety

and efficacy to the satisfaction of applicable regulatory authorities;

if our future pre-clinical

development and future clinical Phase I/II studies are unsuccessful, we may be unable to obtain regulatory approval of, or commercialize,

our product candidates on a timely basis or at all;

even if we receive regulatory

approval for any of our product candidates, we may not be able to successfully commercialize the product and the revenue that we

generate from their sales, if any, may be limited;

adverse events involving

our products may lead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result in product

recalls that could harm our reputation, business and financial results;

certain technologies are

subject to licenses from LLU and Stanford (as defined below), each of which are revocable in certain circumstances, including in

the event we do not achieve certain payments and milestone deadlines.

Without these licenses, we may not be able to continue to develop

our product candidates;

if we were to lose our

CLIA certification or state laboratory licenses, whether as a result of a revocation, suspension or limitation, we would no longer

be able to offer our assays (including our AditxtScore™ platform), which would limit our revenues and harm our business.

we were to lose, or fail to obtain, a license in any other state where we are required to hold a license, we would not be able to

test specimens from those states;

our results of operations

will be affected by the level of royalty and milestone payments that we are required to pay to third parties;

we face substantial competition,

which may result in others discovering, developing or commercializing products before or more successfully than we do;

our technologies and products

under development, and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant

revenues as a result;

customers may not adopt

our products quickly, or at all;

the failure to obtain or

maintain patents, licensing agreements and other intellectual property could materially impact our ability to compete effectively;

some of our intellectual

property may be subject to “march-in” rights by the U.S.

federal government;

we do not expect to pay

dividends in the foreseeable future;

we have issued a significant

number of shares of convertible preferred stock and warrants and may continue to do so in the future.

The conversion and/or exercise

of these securities and the sale of the shares of common stock issuable thereunder may dilute your percentage ownership interest

and may also result in downward pressure on the price of our common stock;

we may engage in future

acquisitions or strategic transactions, which may require us to seek additional financing or financial commitments, increase our

expenses and/or present significant distractions to our management.

Risks Related to

Our Financial Position and Need for Capital

Our financial

situation creates doubt whether we will continue as a going concern.

Company was incorporated on September 28, 2017, and through the date of this report has generated no significant revenues.

For the years

ended December 31, 2025, and 2024, the Company had a net loss of $42,787,043 and $35,020,058, respectively.

There can be no assurances

that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing

through private placements, public offerings and/or bank financing necessary to support our working capital requirements.

To the extent

that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional

working capital.

No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

These conditions raise substantial doubt about our ability to continue as a going concern.

If adequate working capital is not available,

we may be forced to discontinue operations, which would cause investors to lose their entire investment.

Our ability to

have our securities traded on the Nasdaq Capital Market is subject to us meeting applicable listing criteria.

As previously reported in a Current Report on

Form 8-K filed by the Company, on December 1, 2025, the Company received written notice from the Listing Qualifications Department of

The Nasdaq Capital Market LLC stating that, based upon the stockholders’ equity reported by the Company in its Form 10-Q for the

period ended September 30, 2025, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company

to maintain a minimum of $2,500,000 in stockholders’ equity, a market value of listed securities of at least $35 million, or net

income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed

fiscal years.

In accordance with the Nasdaq Listing Rules, the Company had 45 calendar days, or until January 15, 2026, to submit a plan

to regain compliance.

The Company submitted its plan of compliance on January 15, 2026, and was granted an extension by Nasdaq until

May 15, 2026, to regain compliance.

A delisting could materially and adversely affect our business, financial condition and results of

operations and could reduce the liquidity and market price of our common stock.

Although Nasdaq granted the extension, we must

satisfy the requirements for continued listing by the end of the extension period.

Our ability to regain compliance may depend on factors

that are outside our control, including market conditions, our operating performance, our ability to improve our stockholders’

equity, and our ability to access capital on acceptable terms, if at all.

In addition, Nasdaq may require that we meet interim milestones

or other conditions during the extension period, and there can be no assurance that we will satisfy any such conditions.

Even if we regain

compliance, Nasdaq may subsequently determine that we fail to satisfy other continued listing requirements, and we may again become subject

to delisting.

As of the date of this Annual Report, our common

stock has traded below $1.00 for 6 consecutive trading days.

Under Nasdaq’s continued listing requirements, if our common stock

trades below $1.00 for 30 consecutive trading days, we would be subject to a minimum bid price deficiency and Nasdaq would generally

provide notice that we are not in compliance.

As of the date of this Annual Report, we have not received a deficiency notice from Nasdaq;

however, there can be no assurance that we will not receive such notice if our common stock continues to trade below the minimum bid

price threshold for the required period.

In addition, on January 26, 2026, Nasdaq filed a rule proposal with

the SEC that, if approved and implemented, could require the immediate suspension and delisting of companies whose market capitalization

falls below a specified minimum threshold, including a proposed threshold of $5.0 million, for 30 consecutive business days.

11, 2026, the SEC issued a release extending the period to approve, disapprove or institute proceedings to determine whether to disapprove

the proposed new continued listing standard from March 16, 2026 to April 29, 2026.

Because the rule is proposed, it may be modified, delayed

or not adopted, and any final rule could differ materially from the proposal, including with respect to the applicable market capitalization

test, measurement period, cure period, compliance deadlines, and available remedies.

However, if a minimum market capitalization requirement

at or near the proposed level is adopted and becomes applicable to us, and our market capitalization falls below the applicable threshold

for the relevant period, we could be deemed noncompliant and become subject to delisting from Nasdaq.

Our market capitalization has fluctuated in the past and may continue

to fluctuate significantly due to factors beyond our control, including overall market conditions, volatility in the trading price or

volume of our common stock, industry developments, the availability of research coverage, and investor sentiment.

In addition, events

such as equity issuances, reverse stock splits, or other corporate actions may not increase our market capitalization and could adversely

As of March 30, 2026, our market capitalization is approximately $713,000.

As a result, there can be no assurance that we would

be able to satisfy any new minimum market capitalization continued listing standard, if adopted.

Unlike most Nasdaq continued listing deficiencies,

the proposed rule would allow suspension and delisting to take effect without a prior hearing and without any automatic stay.

an affected company could seek review of a delisting determination and appeal to the Nasdaq Listing and Hearing Review Council, its securities

would remain suspended from Nasdaq trading during that process and would generally trade in the over-the-counter market.

any hearing would be narrowly limited to whether Nasdaq staff made a factual error, with no discretion to grant additional time or consider

subsequent compliance.

If our common stock

were delisted from Nasdaq, we could face significant adverse consequences, including:

reduced trading liquidity;

increased volatility;

reduced analyst coverage and diminished investor interest;

decreased ability to raise capital;

and potential defaults, penalties or other

adverse consequences under agreements that include listing-related covenants or that are affected by a reduced trading market.

could also impair our ability to use equity or equity-linked securities for strategic transactions, employee compensation and other corporate

purposes, and could increase our cost of capital.

If our common stock were to trade on an over-the-counter market, the market price and

liquidity of our common stock could be adversely affected and investors may have difficulty selling their shares.

We have generated

no significant revenue from commercial sales to date and our future profitability is uncertain.

were incorporated in September 2017 and have a limited operating history and our business is subject to all of the risks inherent in the

establishment of a new business enterprise.

Our likelihood of success must be considered in light of the problems, expenses, difficulties,

complications and delays frequently encountered in connection with development and expansion of a new business enterprise.

Since inception,

we have incurred losses and expect to continue to operate at a net loss for at least the next several years as we commence our research

and development efforts, conduct clinical trials and develop manufacturing, sales, marketing and distribution capabilities.

for the years ended December 31, 2025 and 2024 was $42,787,043 and $35,020,058, respectively, and our accumulated deficit as of December

31, 2025 was $209,808,770.

There can be no assurance that the products under development by us will be approved for sale in the U.S.

Furthermore, there can be no assurance that if such products are approved, they will be successfully commercialized, and the

extent of our future losses and the timing of our profitability are highly uncertain.

If we are unable to achieve profitability, we may

be unable to continue our operations.

If we fail to

obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and you will likely

lose your entire investment.

We will need to continue

to seek capital from time to time to continue development of our lead drug candidate beyond our initial combined Phase I/IIa clinical

trial and to acquire and develop other product candidates.

Once approved for commercialization, we cannot provide any assurances that

any revenues it may generate in the future will be sufficient to fund our ongoing operations.

Our business or operations

may change in a manner that would consume available funds more rapidly than anticipated and substantial additional funding may be required

to maintain operations, fund expansion, develop new or enhance products, acquire complementary products, business or technologies or otherwise

respond to competitive pressures and opportunities, such as a change in the regulatory environment or a change in preferred treatment

In addition, we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently envisioned,

and this would require additional capital.

However, we may not be able to secure funding when we need it or on favorable terms.

not be able to raise sufficient funds to commercialize the product candidates we intend to develop.

to maintain operations, fund expansion, develop new or enhance products, acquire complementary products, business or technologies or

otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment or a change in preferred

treatment modalities.

In addition, we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently

envisioned, and this would require additional capital.

However, we may not be able to secure funding when we need it or on favorable

We may not be able to raise sufficient funds to commercialize the product candidates we intend to develop.

If we cannot raise adequate

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Any of these actions may harm our business, financial condition and results of operations.

The amount of capital we may

need depends on many factors, including the progress, timing and scope of our product development programs;

the progress, timing and scope

of our preclinical studies and clinical trials;

The amount of capital

we may need depends on many factors, including the progress, timing and scope of our product development programs;

the progress, timing

and scope of our preclinical studies and clinical trials;

the time and cost necessary to obtain regulatory approvals;

the time and cost necessary

to further develop manufacturing processes and arrange for contract manufacturing;

the time and cost

necessary to further develop manufacturing processes and arrange for contract manufacturing;

our ability to enter into and maintain collaborative,

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of our products.

Our financial situation creates doubt whether

we will continue as a going concern.

The Company was incorporated

on September 28, 2017 and through the date of this report has generated no significant revenues.

For the years ended December 31, 2024

and 2023, the Company had a net loss of $35,020,058 and $32,390,447, respectively.

There can be no assurances that we will be able to

achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements,

public offerings and/or bank financing necessary to support our working capital requirements.

To the extent that funds generated from

any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital.

assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

These conditions raise

substantial doubt about our ability to continue as a going concern.

If adequate working capital is not available, we may be forced to

discontinue operations, which would cause investors to lose their entire investment.

We may need to raise additional funding,

which may not be available on acceptable terms, or at all.

Failure to obtain this necessary capital when needed may force us to delay,

limit or terminate our product development efforts or other operations.

We do not expect that our current

cash position will be sufficient to fund our current operations for the next 12 months.

Our operating plan may change as a result of many

factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt

financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances

and licensing arrangements or a combination of these approaches.

In any event, we will require additional capital to obtain regulatory

approval for, and to commercialize, our product candidates.

Raising funds in the current economic environment may present additional challenges.

Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions

are favorable or if we have specific strategic considerations.

We may need to

raise additional funding, which may not be available on acceptable terms, or at all.

Failure to obtain this necessary capital when needed

may force us to delay, limit or terminate our product development efforts or other operations.

We do not expect that

our current cash position will be sufficient to fund our current operations for the next 12 months.

Our operating plan may change as

a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private

equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations,

strategic alliances and licensing arrangements or a combination of these approaches.

In any event, we will require additional capital

to obtain regulatory approval for, and to commercialize, our product candidates.

Raising funds in the current economic environment may

present additional challenges.

Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional

capital if market conditions are favorable or if we have specific strategic considerations.

Any additional fundraising

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a material adverse effect on our business, operating results and prospects.

If we are unable to obtain

funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development

If we are unable to

obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development

programs or the commercialization of any product candidate or be unable to expand our operations or otherwise capitalize on our business

opportunities, as desired, which could materially affect our business, financial condition and results of operations.

Even if we can raise additional funding,

we may be required to do so on terms that are dilutive to you.

capital markets have been unpredictable in the past for unprofitable companies such as ours.

In addition, it is generally difficult for

development stage companies to raise capital under current market conditions.

The amount of capital that a company such as ours is able

to raise often depends on variables that are beyond our control.

As a result, we may not be able to secure financing on terms attractive

to us, or at all.

Even if we can

raise additional funding, we may be required to do so on terms that are dilutive to you.

The capital markets

have been unpredictable in the past for unprofitable companies such as ours.

In addition, it is generally difficult for development stage

companies to raise capital under current market conditions.

The amount of capital that a company such as ours is able to raise often

depends on variables that are beyond our control.

As a result, we may not be able to secure financing on terms attractive to us, or at

If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our future needs.

If adequate funds are not available on acceptable terms, or at all, our business, including our results of operations, financial condition

and our continued viability will be materially adversely affected.

Risks Related to Product Development, Regulatory

Approval, Manufacturing and Commercialization

The regulatory approval process is expensive,

time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of our future product candidates, if

We will not be permitted to

market our product candidates in the United States until we receive approval from the FDA, or in any foreign countries until we receive

funds are not available on acceptable terms, or at all, our business, including our results of operations, financial condition and our

continued viability will be materially adversely affected.

Risks Related to

Product Development, Regulatory Approval, Manufacturing and Commercialization

The regulatory

approval process is expensive, time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of

our future product candidates, if any.

We will not be permitted

to market our product candidates in the United States until we receive approval from the FDA, or in any foreign countries until we receive

the requisite approval from corresponding agencies in such countries.

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and distribution of health and life science-related products are subject to extensive regulation, which regulations differ from country

Successfully completing our

clinical program and obtaining approval of a Biologics License Application (“BLA”) is a complex, lengthy, expensive and uncertain

process, and the FDA or other applicable foreign regulator may delay, limit or deny approval of our product candidates for many reasons,

including, among others, because:

Successfully completing

our clinical program and obtaining approval of a Biologics License Application (“BLA”) is a complex, lengthy, expensive and

uncertain process, and the FDA or other applicable foreign regulator may delay, limit or deny approval of our product candidates for

many reasons, including, among others, because:

may not be able to demonstrate that our product candidates are safe and effective in treating patients to the satisfaction of the FDA

or foreign regulator;

results of our clinical trials may not meet the level of statistical or clinical significance required by the FDA or foreign regulator

for marketing approval;

FDA or foreign regulator may disagree with the number, design, size, conduct or implementation of our clinical trials;

FDA or foreign regulator may require that we conduct additional clinical trials;

FDA or foreign regulator may not approve the formulation, labeling or specifications of our product candidates;

contract research organizations (CROs) and other contractors that we may retain to conduct our clinical trials may take actions outside

of our control that materially adversely impact our clinical trials;

FDA or foreign regulator may find the data from preclinical studies and clinical trials insufficient to demonstrate that our product

candidate(s) are safe and effective for their proposed indications;

FDA or foreign regulator may disagree with our interpretation of data from our preclinical studies and clinical trials;

FDA or foreign regulator may not accept data generated at our clinical trial sites or may disagree with us over whether to accept efficacy

of our clinical trials may not meet the level of statistical or clinical significance required by the FDA or foreign regulator for

marketing approval;

foreign regulator may disagree with the number, design, size, conduct or implementation of our clinical trials;

foreign regulator may require that we conduct additional clinical trials;

foreign regulator may not approve the formulation, labeling or specifications of our product candidates;

research organizations (CROs) and other contractors that we may retain to conduct our clinical trials may take actions outside of

our control that materially adversely impact our clinical trials;

foreign regulator may find the data from preclinical studies and clinical trials insufficient to demonstrate that our product candidate(s)

are safe and effective for their proposed indications;

foreign regulator may disagree with our interpretation of data from our preclinical studies and clinical trials;

foreign regulator may not accept data generated at our clinical trial sites or may disagree with us over whether to accept efficacy

results from clinical trial sites outside the United States or outside the EU, as applicable, where the standard of care is potentially

different from that in the United States or in the EU, as applicable;

and when our BLAs or foreign equivalents are submitted to the applicable regulatory authorities, such agencies may have difficulties

scheduling the necessary review meetings in a timely manner, may recommend against approval of our application or may recommend or require,

as a condition of approval, additional preclinical studies or clinical trials, limitations on approved labeling or distribution and use

restrictions;

FDA or foreign regulator may require development of a Risk Evaluation and Mitigation Strategy (REMS), which would use risk minimization

our BLAs or foreign equivalents are submitted to the applicable regulatory authorities, such agencies may have difficulties scheduling

the necessary review meetings in a timely manner, may recommend against approval of our application or may recommend or require,

as a condition of approval, additional preclinical studies or clinical trials, limitations on approved labeling or distribution and

use restrictions;

foreign regulator may require development of a Risk Evaluation and Mitigation Strategy (REMS), which would use risk minimization

strategies to ensure that the benefits of certain prescription drugs outweigh their risks, as a condition of approval or post-approval;

FDA or other applicable foreign regulatory agencies may not approve the manufacturing processes or facilities of third-party manufacturers

other applicable foreign regulatory agencies may not approve the manufacturing processes or facilities of third-party manufacturers

with which we contract;

FDA or the other applicable foreign regulatory agencies may change their approval policies or adopt new regulations.

We may encounter substantial delays in completing

our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate safety and efficacy to the satisfaction

of applicable regulatory authorities.

the other applicable foreign regulatory agencies may change their approval policies or adopt new regulations.

We may encounter

substantial delays in completing our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate

safety and efficacy to the satisfaction of applicable regulatory authorities.

It is difficult to predict

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development include:

in reaching, or failing to reach, a consensus with regulatory agencies on study design;

delays in reaching, or failing to reach, agreement on acceptable terms with a sufficient number of prospective contract research organizations (“CROs”) and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

delays in obtaining required Institutional Review Board (“IRB”) or Ethics Committee (“EC”) approval at each clinical study site;

delays in recruiting a sufficient number of suitable patients to participate in our clinical studies;

imposition of a clinical hold by regulatory agencies, after an inspection of our clinical study operations or study sites;

failure by our CROs, other third parties or us to adhere to the clinical study, regulatory or legal requirements;

failure to perform in accordance with the FDA’s good clinical practices (“GCP”) or applicable regulatory guidelines in other countries;

delays in the testing, validation, manufacturing and delivery of sufficient quantities of our product candidates to the clinical sites;

delays in having patients’ complete participation in a study or return for post-treatment follow-up;

clinical study sites or patients dropping out of a study;

delay or failure to address any patient safety concerns that arise during the course of a trial;

unanticipated costs or increases in costs of clinical trials of our product candidates;

occurrence of serious adverse events associated with the product candidates that are viewed to outweigh their potential benefits;

changes in regulatory requirements and guidance that require amending or submitting new clinical protocols.

We could also encounter delays

if a clinical trial is suspended or terminated by us, by the IRBs or ECs of the institutions in which such trials are being conducted,

delays in reaching,

or failing to reach, a consensus with regulatory agencies on study design;

delays in reaching,

or failing to reach, agreement on acceptable terms with a sufficient number of prospective contract research organizations (“CROs”)

and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs

and trial sites;

delays in obtaining required

Institutional Review Board (“IRB”) or Ethics Committee (“EC”) approval at each clinical study site;

delays in recruiting a

sufficient number of suitable patients to participate in our clinical studies;

imposition of a clinical

hold by regulatory agencies, after an inspection of our clinical study operations or study sites;

our CROs, other third parties or us to adhere to the clinical study, regulatory or legal requirements;

failure to perform in accordance

with the FDA’s good clinical practices (“GCP”) or applicable regulatory guidelines in other countries;

delays in the

testing, validation, manufacturing and delivery of sufficient quantities of our product candidates to the clinical sites;

delays in having patients’

complete participation in a study or return for post-treatment follow-up;

clinical study sites or

patients dropping out of a study;

delay or failure to address

any patient safety concerns that arise during the course of a trial;

unanticipated costs or

increases in costs of clinical trials of our product candidates;

occurrence of serious adverse

events associated with the product candidates that are viewed to outweigh their potential benefits;

changes in regulatory requirements

and guidance that require amending or submitting new clinical protocols.

We could also encounter

delays if a clinical trial is suspended or terminated by us, by the IRBs or ECs of the institutions in which such trials are being conducted,

by an independent Safety Review Board (“SRB”) for such trial or by the FDA, European Medicines Agency (“EMA”),

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Any inability to successfully

complete preclinical and clinical development could result in additional costs to us or impair our ability to generate revenues from product

sales, regulatory and commercialization milestones and royalties.

In addition, if we make manufacturing or formulation changes to our

product candidates, we may need to conduct additional studies to bridge our modified product candidates to earlier versions.

Clinical study delays could

also shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow our competitors

complete preclinical and clinical development could result in additional costs to us or impair our ability to generate revenues from

product sales, regulatory and commercialization milestones and royalties.

In addition, if we make manufacturing or formulation changes

to our product candidates, we may need to conduct additional studies to bridge our modified product candidates to earlier versions.

Clinical study delays

could also shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow our competitors

to bring products to market before we do, which could impair our ability to successfully commercialize our product candidates.

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are safety concerns or adverse events associated with our other product candidates, we may:

be delayed in obtaining marketing approval for our product candidates, if approved at all;

obtain approval for indications or patient populations that are not as broad as intended or desired;

obtain approval with labeling that includes significant use or distribution restrictions or safety warnings;

be required to change the way the product is administered;

be required to perform additional clinical studies to support approval or be subject to additional post-marketing testing requirements;

have regulatory authorities withdraw their approval of a product or impose restrictions on its distribution in the form of a modified risk evaluation and mitigation strategy;

experience damage to our reputation.

Additionally, our product candidates

could potentially cause other adverse events that have not yet been predicted.

The inclusion of ill patients in our clinical studies may

result in deaths or other adverse medical events due to other therapies or medications that such patients may be using.

As described above,

any of these events could prevent us from achieving or maintaining market acceptance of our product candidates and impair our ability

to commercialize our products.

If our future pre-clinical development and

future clinical Phase I/II studies are unsuccessful, we may be unable to obtain regulatory approval of, or commercialize, our product

candidates on a timely basis or at all.

The successful completion of

pre-clinical development and multiple clinical trials is critical to the success of our future products.

delayed in obtaining marketing approval for our product candidates, if approved at all;

obtain approval

for indications or patient populations that are not as broad as intended or desired;

obtain approval with labeling

that includes significant use or distribution restrictions or safety warnings;

to change the way the product is administered;

be required to perform

additional clinical studies to support approval or be subject to additional post-marketing testing requirements;

have regulatory authorities

withdraw their approval of a product or impose restrictions on its distribution in the form of a modified risk evaluation and mitigation

experience damage to our

Additionally, our product

candidates could potentially cause other adverse events that have not yet been predicted.

The inclusion of ill patients in our clinical

studies may result in deaths or other adverse medical events due to other therapies or medications that such patients may be using.

described above, any of these events could prevent us from achieving or maintaining market acceptance of our product candidates and impair

our ability to commercialize our products.

If our future

pre-clinical development and future clinical Phase I/II studies are unsuccessful, we may be unable to obtain regulatory approval of,

or commercialize, our product candidates on a timely basis or at all.

The successful completion

of pre-clinical development and multiple clinical trials is critical to the success of our future products.

If the pre-clinical development

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clinical trials.

Even if we receive regulatory approval for

any of our product candidates, we may not be able to successfully commercialize the product and the revenue that we generate from their

sales, if any, may be limited.

Even if we receive

regulatory approval for any of our product candidates, we may not be able to successfully commercialize the product and the revenue that

we generate from their sales, if any, may be limited.

If approved for marketing,

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of factors, including:

demonstration of clinical safety and efficacy;

relative convenience, dosing burden and ease of administration;

the prevalence and severity of any adverse effects;

the willingness of physicians to prescribe our product candidates, and the target patient population to try new therapies;

efficacy of our product candidates compared to competing products;

the introduction of any new products that may in the future become available targeting indications for which our product candidates may be approved;

new procedures or therapies that may reduce the incidences of any of the indications in which our product candidates may show utility;

pricing and cost-effectiveness;

the inclusion or omission of our product candidates in applicable therapeutic and vaccine guidelines;

the effectiveness of our own or any future collaborators’ sales and marketing strategies;

limitations or warnings contained in approved labeling from regulatory authorities;

our ability to obtain and maintain sufficient third-party coverage or reimbursement from government health care programs, including Medicare and Medicaid, private health insurers and other third-party payors or to receive the necessary pricing approvals from government bodies regulating the pricing and usage of therapeutics;

the willingness of patients to pay out-of-pocket in the absence of third-party coverage or reimbursement or government pricing approvals.

If any of our product candidates

are approved, but do not achieve an adequate level of acceptance by physicians, health care payors, and patients, we may not generate

sufficient revenues and we may not be able to achieve or sustain profitability.

Our efforts to educate the medical community and third-party

payors on the benefits of our product candidates may require significant resources and may never be successful.

In addition, even if we obtain

regulatory approvals, the timing or scope of any approvals may prohibit or reduce our ability to commercialize our product candidates

successfully.

For example, if the approval process takes too long, we may miss market opportunities and give other companies the ability

to develop competing products or establish market dominance.

Any regulatory approval we ultimately obtain may be limited or subject to

restrictions or post-approval commitments that render our product candidates not commercially viable.

For example, regulatory authorities

may approve any of our product candidates for fewer or more limited indications than we request, may grant approval contingent on the

performance of costly post-marketing clinical trials, or may approve any of our product candidates with a label that does not include

the labeling claims necessary or desirable for the successful commercialization for that indication.

Further, the FDA or comparable foreign

regulatory authorities may place conditions on approvals or require risk management plans or a Risk Evaluation and Mitigation Strategy

(“REMS”) to assure the safe use of the drug.

If the FDA or applicable foreign regulatory agency concludes a REMS is needed,

the sponsor of the BLA must submit a proposed REMS;

the regulatory agencies will not approve the BLA without an approved REMS, if required.

A REMS could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution

methods, patient registries and other risk minimization tools.

The regulatory agencies may also require a REMS for an approved product

when new safety information emerges.

Any of these limitations on approval or marketing could restrict the commercial promotion, distribution,

prescription or dispensing of our product candidates.

Moreover, product approvals may be withdrawn for non-compliance with regulatory

standards or if problems occur following the initial marketing of the product.

Any of the foregoing scenarios could materially harm the

commercial success of our product candidates.

Adverse events involving our products may

lead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result in product recalls that could

harm our reputation, business and financial results.

Once a product receives regulatory

clearance or approval, the agency has the authority to require the recall of commercialized products in the event of adverse side effects,

material deficiencies or defects in design or manufacture.

The authority to require a recall must be based on a regulatory finding that

there is a reasonable probability that the product would cause serious injury or death.

Manufacturers may, under their own initiative,

recall a product if any material deficiency in a product is found.

A government-mandated or voluntary recall by us or one of our distributors

could occur as a result of adverse side effects, impurities or other product contamination, manufacturing errors, design or labeling defects

or other deficiencies and issues.

Recalls of any of our products would divert managerial and financial resources and have an adverse effect

on our financial condition and results of operations.

The regulatory agencies require that certain classifications of recalls be reported

to them within ten (10) working days after the recall is initiated.

Companies are required to maintain certain records of recalls, even

if they are not reportable to the regulatory agency.

We may initiate voluntary recalls involving our products in the future that we determine

do not require notification of the regulatory agencies.

If the regulatory agency disagrees with our determinations, they could require

us to report those actions as recalls.

A future recall announcement could harm our reputation with customers and negatively affect our

demonstration

of clinical safety and efficacy;

relative convenience, dosing

burden and ease of administration;

the prevalence and severity

of any adverse effects;

the willingness of physicians

to prescribe our product candidates, and the target patient population to try new therapies;

our product candidates compared to competing products;

the introduction of any

new products that may in the future become available targeting indications for which our product candidates may be approved;

new procedures or therapies

that may reduce the incidences of any of the indications in which our product candidates may show utility;

cost-effectiveness;

the inclusion or omission

of our product candidates in applicable therapeutic and vaccine guidelines;

the effectiveness of our

own or any future collaborators’ sales and marketing strategies;

or warnings contained in approved labeling from regulatory authorities;

our ability to obtain and

maintain sufficient third-party coverage or reimbursement from government health care programs, including Medicare and Medicaid,

private health insurers and other third-party payors or to receive the necessary pricing approvals from government bodies regulating

the pricing and usage of therapeutics;

the willingness of patients

to pay out-of-pocket in the absence of third-party coverage or reimbursement or government pricing approvals.

If any of our product

candidates are approved, but do not achieve an adequate level of acceptance by physicians, health care payors, and patients, we may not

generate sufficient revenues and we may not be able to achieve or sustain profitability.

Our efforts to educate the medical community

and third-party payors on the benefits of our product candidates may require significant resources and may never be successful.

In addition, even if

we obtain regulatory approvals, the timing or scope of any approvals may prohibit or reduce our ability to commercialize our product

candidates successfully.

For example, if the approval process takes too long, we may miss market opportunities and give other companies

the ability to develop competing products or establish market dominance.

Any regulatory approval we ultimately obtain may be limited

or subject to restrictions or post-approval commitments that render our product candidates not commercially viable.

For example, regulatory

authorities may approve any of our product candidates for fewer or more limited indications than we request, may grant approval contingent

on the performance of costly post-marketing clinical trials, or may approve any of our product candidates with a label that does not

include the labeling claims necessary or desirable for the successful commercialization for that indication.

Further, the FDA or comparable

foreign regulatory authorities may place conditions on approvals or require risk management plans or a Risk Evaluation and Mitigation

Strategy (“REMS”) to assure the safe use of the drug.

If the FDA or applicable foreign regulatory agency concludes a REMS

is needed, the sponsor of the BLA must submit a proposed REMS;

the regulatory agencies will not approve the BLA without an approved REMS,

A REMS could include medication guides, physician communication plans, or elements to assure safe use, such as restricted

distribution methods, patient registries and other risk minimization tools.

The regulatory agencies may also require a REMS for an approved

product when new safety information emerges.

Any of these limitations on approval or marketing could restrict the commercial promotion,

distribution, prescription or dispensing of our product candidates.

Moreover, product approvals may be withdrawn for non-compliance with

regulatory standards or if problems occur following the initial marketing of the product.

Any of the foregoing scenarios could materially

harm the commercial success of our product candidates.

Adverse events

involving our products may lead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result

in product recalls that could harm our reputation, business and financial results.

Once a product receives

regulatory clearance or approval, the agency has the authority to require the recall of commercialized products in the event of adverse

side effects, material deficiencies or defects in design or manufacture.

The authority to require a recall must be based on a regulatory

finding that there is a reasonable probability that the product would cause serious injury or death.

Manufacturers may, under their own

initiative, recall a product if any material deficiency in a product is found.

A government-mandated or voluntary recall by us or one

of our distributors could occur as a result of adverse side effects, impurities or other product contamination, manufacturing errors,

design or labeling defects or other deficiencies and issues.

Recalls of any of our products would divert managerial and financial resources

and have an adverse effect on our financial condition and results of operations.

The regulatory agencies require that certain classifications

of recalls be reported to them within ten (10) working days after the recall is initiated.

Companies are required to maintain certain

records of recalls, even if they are not reportable to the regulatory agency.

We may initiate voluntary recalls involving our products

in the future that we determine do not require notification of the regulatory agencies.

If the regulatory agency disagrees with our determinations,

they could require us to report those actions as recalls.

A future recall announcement could harm our reputation with customers and negatively

affect our sales.

In addition, the regulatory agency could take enforcement action for failing to report the recalls when they were conducted.

The in-licensing of technologies and the

successful testing and early development of technologies in the laboratory may not be indicative of future results and may not result

in commercially viable technologies or products.

Further, our future products may have to be modified from their originally conceived

versions in order to reach or be successful in the market.

Positive results from laboratory

testing and early developmental successes, may not be predictive of future successful development, commercialization and sales results

and should not be relied upon as evidence that products developed from our technologies will become commercially viable and successful.

The in-licensing

of technologies and the successful testing and early development of technologies in the laboratory may not be indicative of future results

and may not result in commercially viable technologies or products.

Further, our future products may have to be modified from their originally

conceived versions in order to reach or be successful in the market.

Positive results from

laboratory testing and early developmental successes, may not be predictive of future successful development, commercialization and sales

results and should not be relied upon as evidence that products developed from our technologies will become commercially viable and successful.

Further, the products we plan to develop in the future may have to be significantly modified from their originally conceived versions

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This can be a costly and resource draining activity.

What appear to be promising technologies when we license them may

not lead to viable technologies or products, or to commercial success.

Complying with numerous regulations pertaining

to our business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.

We are subject to the Clinical

Laboratory Improvement Amendment of 1988, or CLIA, which is a federal law regulating clinical laboratories that perform testing on specimens

derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease.

Our clinical laboratory

is located in Richmond, Virginia and must be certified under CLIA in order for us to perform testing on human specimens.

CLIA is intended

to ensure the quality and reliability of clinical laboratories in the United States by mandating specific standards in the areas of personnel

qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance

and inspections.

What appear to be promising technologies when we license them

may not lead to viable technologies or products, or to commercial success.

Complying with

numerous regulations pertaining to our business is an expensive and time-consuming process, and any failure to comply could result in

substantial penalties.

We are subject to the

Clinical Laboratory Improvement Amendment of 1988, or CLIA, which is a federal law regulating clinical laboratories that perform testing

on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease.

clinical laboratory is located in Richmond, Virginia and must be certified under CLIA in order for us to perform testing on human specimens.

CLIA is intended to ensure the quality and reliability of clinical laboratories in the United States by mandating specific standards

in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality

control, quality assurance and inspections.

We currently hold a CLIA certificate to perform high-complexity testing.

Laboratories performing high complexity testing

are required to meet more stringent requirements than laboratories performing less complex tests.

CLIA regulations require clinical laboratories

like ours to comply with various operational, personnel, facilities administration, quality, and proficiency testing requirements intended

to ensure that testing services are accurate, reliable and timely.

CLIA certification is a prerequisite for reimbursement eligibility

for services provided to state and federal health care program beneficiaries.

Laboratories performing

high complexity testing are required to meet more stringent requirements than laboratories performing less complex tests.

CLIA regulations

require clinical laboratories like ours to comply with various operational, personnel, facilities administration, quality, and proficiency

testing requirements intended to ensure that testing services are accurate, reliable and timely.

CLIA certification is a prerequisite

for reimbursement eligibility for services provided to state and federal health care program beneficiaries.

CLIA is user-fee funded.

Therefore, all costs of administering

the program must be covered by the regulated facilities, including certification and survey costs.

To renew this certificate, we are subject

to survey and inspection every two years.

Moreover, CLIA inspectors may make periodic inspections of our clinical laboratory outside of

the renewal process.

The failure to comply with CLIA requirements can result in enforcement actions, including the revocation, suspension,

or limitation of our CLIA certificate of compliance, as well as a directed plan of correction, state on-site monitoring, civil money penalties,

civil injunctive suit and/or criminal penalties.

We must maintain CLIA compliance and certification to be eligible to bill for assays

provided to Medicare beneficiaries.

If we were to be found out of compliance with CLIA program requirements and subjected to sanctions,

our business and reputation could be harmed.

Even if it were possible for us to bring our laboratory back into compliance, we could incur

significant expenses and potentially lose revenue in doing so.

Additionally, certain states

require laboratory licenses in order to test specimens from patients in those states or received from ordering physicians in those states.

We may also be subject to regulation in foreign jurisdictions if we seek to expand international distribution of our assays outside the

United States.

If we were to lose our CLIA

certification or state laboratory licenses, whether as a result of a revocation, suspension or limitation, we would no longer be able

to offer our assays (including our AditxtScore™ platform), which would limit our revenues and harm our business.

If we were to lose,

or fail to obtain, a license in any other state where we are required to hold a license, we would not be able to test specimens from those

Risks Related to the Company and our Business

Certain technologies are subject to licenses

from LLU and Stanford, each of which are revocable in certain circumstances, including in the event we do not achieve certain payments

and milestone deadlines.

Therefore, all costs of administering the program must be covered by the regulated facilities, including certification and survey costs.

To renew this certificate, we are subject to survey and inspection every two years.

Moreover, CLIA inspectors may make periodic inspections

of our clinical laboratory outside of the renewal process.

The failure to comply with CLIA requirements can result in enforcement actions,

including the revocation, suspension, or limitation of our CLIA certificate of compliance, as well as a directed plan of correction,

state on-site monitoring, civil money penalties, civil injunctive suit and/or criminal penalties.

We must maintain CLIA compliance and

certification to be eligible to bill for assays provided to Medicare beneficiaries.

If we were to be found out of compliance with CLIA

program requirements and subjected to sanctions, our business and reputation could be harmed.

Even if it were possible for us to bring

our laboratory back into compliance, we could incur significant expenses and potentially lose revenue in doing so.

Additionally, certain

states require laboratory licenses in order to test specimens from patients in those states or received from ordering physicians in those

We may also be subject to regulation in foreign jurisdictions if we seek to expand international distribution of our assays outside

the United States.

If we were to lose our

CLIA certification or state laboratory licenses, whether as a result of a revocation, suspension or limitation, we would no longer be

able to offer our assays (including our AditxtScore™ platform), which would limit our revenues and harm our business.

to lose, or fail to obtain, a license in any other state where we are required to hold a license, we would not be able to test specimens

from those states.

Risks Related to

the Company and our Business

Certain technologies

are subject to licenses from LLU and Stanford, each of which are revocable in certain circumstances, including in the event we do not

achieve certain payments and milestone deadlines.

Without these licenses, we may not be able to continue to develop our product candidates.

The LLU License Agreement may

be terminated by LLU in the event of a breach by us of any non-payment provision (including the provision that requires us to meet certain

deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery of written notice by

The LLU License Agreement

may be terminated by LLU in the event of a breach by us of any non-payment provision (including the provision that requires us to meet

certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery of written

notice by LLU.

Additional Milestone Deadlines include:

(i) the requirement to have regulatory approval of an IND application to initiate first-in-human

clinical trials on or before March 31, 2023 (which has been extended to March 31, 2024 with a payment of a $100,000 extension fee), (ii)

the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical trials by

March 31, 2026 and (iv) biologic licensing approval (BLA) by the FDA by March 31, 2027.

If the LLU License Agreement were to be terminated

by LLU, we would lose our most significant asset and may no longer be able to develop our product candidates, which would have a material

adverse effect on our operations.

The February 2020 License Agreement

with Stanford may be terminated by Stanford if we (i) are delinquent on any report or payments;

(ii) are not diligently developing and

commercializing Licensed Product (as defined in the February 2020 License Agreement);

(i) the requirement to have regulatory approval of an IND application to initiate

first-in-human clinical trials on or before March 31, 2023 (which has been extended to March 31, 2024 with a payment of a $100,000 extension

fee), (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical

trials by March 31, 2026 and (iv) biologic licensing approval (BLA) by the FDA by March 31, 2027.

If the LLU License Agreement were to

be terminated by LLU, we would lose our most significant asset and may no longer be able to develop our product candidates, which would

have a material adverse effect on our operations.

The February 2020 License

Agreement with Stanford may be terminated by Stanford if we (i) are delinquent on any report or payments;

(ii) are not diligently developing

and commercializing Licensed Product (as defined in the February 2020 License Agreement);

(iii) miss a milestone described in the agreement;

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If the February

2020 License Agreement were to be terminated by Stanford, we would lose a significant asset and may no longer be able to develop our product

candidates, which would have a material adverse effect on our operations.

The Company is current with its obligations and have submitted

a year end report as well as provided additional milestone plans for research and development as well as commercialization.

Our results of operations will be affected

by the level of royalty and milestone payments that we are required to pay to third parties.

The LLU License Agreement and

February 2020 License Agreement with Stanford each require us to remit royalty payments and meet certain performance milestones related

2020 License Agreement were to be terminated by Stanford, we would lose a significant asset and may no longer be able to develop our

product candidates, which would have a material adverse effect on our operations.

The Company is current with its obligations and has

submitted a year end report as well as provided additional milestone plans for research and development as well as commercialization.

Our results of

operations will be affected by the level of royalty and milestone payments that we are required to pay to third parties.

The LLU License Agreement

and February 2020 License Agreement with Stanford each require us to remit royalty payments and meet certain performance milestones related

to in-licensed intellectual property.

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Furthermore, we may enter into additional license agreements in the future, which may also include royalty payments.

We face substantial competition, which may

result in others discovering, developing or commercializing products before or more successfully than we do.

The development and commercialization

of drugs is highly competitive.

We compete with a variety of multinational pharmaceutical companies and specialized biotechnology companies,

as well as products and processes being developed at universities and other research institutions.

Our competitors have developed, are

developing or will develop product candidates and processes competitive with our product candidates.

Competitive therapeutic treatments

include those that have already been approved and accepted by the medical community and any new treatments that may enter the market.

We believe that a significant number of products are currently available, under development, and may become commercially available in

the future, for the treatment of indications for which we may try to develop product candidates.

We face substantial

competition, which may result in others discovering, developing or commercializing products before or more successfully than we do.

The development and

commercialization of drugs is highly competitive.

We compete with a variety of multinational pharmaceutical companies and specialized

biotechnology companies, as well as products and processes being developed at universities and other research institutions.

Our competitors

have developed, are developing or will develop product candidates and processes competitive with our product candidates.

therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments that

may enter the market.

We believe that a significant number of products are currently available, under development, and may become commercially

available in the future, for the treatment of indications for which we may try to develop product candidates.

More established companies

may have a competitive advantage over us due to their greater size, cash flows and institutional experience.

Compared to us, many of our

competitors may have significantly greater financial, technical and human resources.

As a result of these factors, our competitors may

have an advantage in marketing their approved products and may obtain regulatory approval of their product candidates before we are able

to, which may limit our ability to develop or commercialize our product candidates.

Our competitors may also develop drugs that are safer,

more effective, more widely used and less expensive than ours, and may also be more successful than us in manufacturing and marketing

their products.

Mergers and acquisitions in

the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors.

Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements

with large and established companies.

These companies compete with us in recruiting and retaining qualified scientific, management and

commercial personnel, establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring technologies

complementary to, or necessary for, our programs.

Our technologies and products under development,

and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant revenues as a result.

Successful development of technologies

and our product candidates will require significant additional investment, including costs associated with additional development, completing

trials and obtaining regulatory approval, as well as the ability to manufacture or have others manufacture our products in sufficient

quantities at acceptable costs while also preserving product quality.

Difficulties often encountered in scaling up production include

problems involving production yields, quality control and assurance, shortage of qualified personnel, production costs and process controls.

Compared to us, many of

our competitors may have significantly greater financial, technical and human resources.

As a result of these factors, our competitors

may have an advantage in marketing their approved products and may obtain regulatory approval of their product candidates before we are

able to, which may limit our ability to develop or commercialize our product candidates.

Our competitors may also develop drugs that

are safer, more effective, more widely used and less expensive than ours, and may also be more successful than us in manufacturing and

marketing their products.

Mergers and acquisitions

in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our

Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative

arrangements with large and established companies.

These companies compete with us in recruiting and retaining qualified scientific,

management and commercial personnel, establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring

technologies complementary to, or necessary for, our programs.

Our technologies

and products under development, and our business, may fail if we are not able to successfully commercialize them and ultimately generate

significant revenues as a result.

Successful development

of technologies and our product candidates will require significant additional investment, including costs associated with additional

development, completing trials and obtaining regulatory approval, as well as the ability to manufacture or have others manufacture our

products in sufficient quantities at acceptable costs while also preserving product quality.

Difficulties often encountered in scaling

up production include problems involving production yields, quality control and assurance, shortage of qualified personnel, production

costs and process controls.

In addition, we are subject to inherent risks associated with new technologies and products.

These risks include the possibility that

any of our technologies or future products may:

found unsafe;

ineffective or less effective than anticipated;

to receive necessary regulatory approvals;

difficult to competitively price relative to alternative solutions;

harmful to consumers or the environment;

difficult to manufacture on an economically viable scale;

subject to supply chain constraints for raw materials;

to be developed and accepted by the market prior to the successful marketing of alternative products by competitors;

difficult to market because of infringement on the proprietary rights of third parties;

too expensive for commercial use.

Furthermore, we may be faced

with lengthy market partner or distributor evaluation and approval processes.

Consequently, we may incur substantial expenses and devote

significant management effort in order to customize products for market partner or distributor acceptance, though there can be no assurance

of such acceptance.

include the possibility that any of our technologies or future products may:

be found unsafe;

be ineffective

or less effective than anticipated;

fail to receive

necessary regulatory approvals;

to competitively price relative to alternative solutions;

to consumers or the environment;

to manufacture on an economically viable scale;

to supply chain constraints for raw materials;

developed and accepted by the market prior to the successful marketing of alternative products by competitors;

to market because of infringement on the proprietary rights of third parties;

be too expensive

for commercial use.

Furthermore, we may

be faced with lengthy market partner or distributor evaluation and approval processes.

Consequently, we may incur substantial expenses

and devote significant management effort in order to customize products for market partner or distributor acceptance, though there can

be no assurance of such acceptance.

As a result, we cannot accurately predict the volume or timing of any future sales.

Customers may not adopt our products quickly,

Customers in the sector in

which we operate can be generally cautious in their adoption of new products and technologies.

Customers may

not adopt our products quickly, or at all.

Customers in the sector

in which we operate can be generally cautious in their adoption of new products and technologies.

In addition, given the relative novelty

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There can be no assurance that customers will adopt our products quickly, or at

The significant level of competition in

the markets for our products developed in the future may result in pricing pressure, reduced margins or the inability of our future products

to achieve market acceptance.

The markets for our future

products are intensely competitive and rapidly changing.

The significant

level of competition in the markets for our products developed in the future may result in pricing pressure, reduced margins or the inability

of our future products to achieve market acceptance.

The markets for our

future products are intensely competitive and rapidly changing.

We may be unable to compete successfully, which may result in price reductions,

reduced margins and the inability to achieve market acceptance for our products.

Our competitors may have longer

operating histories, significantly greater resources, greater brand recognition and large customer bases than we do.

As a result, they

may be able to devote greater resources to the manufacture, promotion or sale of their products, receive greater resources and support

from market partners and independent distributors, initiate or withstand substantial price competition or more readily take advantage

of acquisition or other opportunities.

We rely on third parties for the distribution

of our current and future products, including our AditxtScore™ platform.

If these parties do not distribute our products in

a satisfactory or timely manner, in sufficient quantities or at an acceptable cost, our sales and development efforts could be delayed

or otherwise negatively affected.

We rely on third parties for

the distribution of our current and future products, including our AditxtScore™ platform.

Our reliance on third parties to distribute

products may present significant risks to us, including the risk that should any of these third parties fail to adequately distribute

our products and services to end consumers and other market participants, our business may be materially harmed.

Additionally, if we need

to enter into agreements for the distribution of our future products with other third parties, there can be no assurance we will be able

to do so on favorable terms, if at all.

We may rely on third parties for the production

of our future products.

If these parties do not produce our products at a satisfactory quality, in a timely manner, in sufficient

quantities or at an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.

We may rely on third parties

for the manufacture of our future products.

Our reliance on third parties to manufacture our future products may present significant risks

to us, including the following:

control over delivery schedules, yields and product reliability;

Our competitors may

have longer operating histories, significantly greater resources, greater brand recognition and large customer bases than we do.

result, they may be able to devote greater resources to the manufacture, promotion or sale of their products, receive greater resources

and support from market partners and independent distributors, initiate or withstand substantial price competition or more readily take

advantage of acquisition or other opportunities.

We rely on third

parties for the distribution of our current and future products, including our AditxtScore™ platform.

If these parties do

not distribute our products in a satisfactory or timely manner, in sufficient quantities or at an acceptable cost, our sales and development

efforts could be delayed or otherwise negatively affected.

We rely on third parties

for the distribution of our current and future products, including our AditxtScore™ platform.

Our reliance on third parties to

distribute products may present significant risks to us, including the risk that should any of these third parties fail to adequately

distribute our products and services to end consumers and other market participants, our business may be materially harmed.

Additionally,

if we need to enter into agreements for the distribution of our future products with other third parties, there can be no assurance we

will be able to do so on favorable terms, if at all.

We may rely on

third parties for the production of our future products.

If these parties do not produce our products at a satisfactory quality,

in a timely manner, in sufficient quantities or at an acceptable cost, our sales and development efforts could be delayed or otherwise

negatively affected.

We may rely on third

parties for the manufacture of our future products.

Our reliance on third parties to manufacture our future products may present significant

risks to us, including the following:

reduced control

over delivery schedules, yields and product reliability;

price increases;

manufacturing

deviations from internal and regulatory specifications;

failure of a key manufacturer to perform as we require for technical, market or other reasons;

● difficulties

of a key manufacturer to perform as we require for technical, market or other reasons;

in establishing additional manufacturer relationships if we are presented with the need to transfer our manufacturing process technologies

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of our intellectual property;

risks in potentially meeting our product development schedule or satisfying the requirements of our market partners, distributors, direct

in potentially meeting our product development schedule or satisfying the requirements of our market partners, distributors, direct

customers and end users.

If we need to enter into agreements

for the manufacturing of our future products, there can be no assurance we will be able to do so on favorable terms, if at all.

If we are unable to establish successful

relations with third-party market partners or distributors, or these market partners or distributors do not focus adequate resources on

selling our products or are otherwise unsuccessful in selling them, sales of our products may not develop.

We anticipate relying on independent

market partners and distributors to distribute and assist us with the marketing and sale of our products.

Our future revenue generation

and growth will depend in large part on our success in establishing and maintaining this sales and distribution channel.

If our market

partners and distributors are unable to sell our products, or receive negative feedback from end users, they may not continue to purchase

or market our products.

In addition, there can be no assurance that our market partners and distributors will focus adequate resources

on selling our products to end users or will be successful in selling them.

Many of our potential market partners and distributors are

in the business of distributing and sometimes manufacturing other, possibly competing, products.

If we need to enter

into agreements for the manufacturing of our future products, there can be no assurance we will be able to do so on favorable terms,

If we are unable

to establish successful relations with third-party market partners or distributors, or these market partners or distributors do not focus

adequate resources on selling our products or are otherwise unsuccessful in selling them, sales of our products may not develop.

We anticipate relying

on independent market partners and distributors to distribute and assist us with the marketing and sale of our products.

Our future revenue

generation and growth will depend in large part on our success in establishing and maintaining this sales and distribution channel.

our market partners and distributors are unable to sell our products, or receive negative feedback from end users, they may not continue

to purchase or market our products.

In addition, there can be no assurance that our market partners and distributors will focus adequate

resources on selling our products to end users or will be successful in selling them.

Many of our potential market partners and distributors

are in the business of distributing and sometimes manufacturing other, possibly competing, products.

As a result, these market partners

and distributors may perceive our products as a threat to various product lines currently being distributed or manufactured by them.

addition, these market partners and distributors may earn higher margins by selling competing products or combinations of competing products.

If we are unable to establish successful relationships with independent market partners and distributors, we will need to further develop

our own sales and distribution capabilities, which would be expensive and time-consuming and might not be successful.

If we are not able to attract and retain

highly skilled employees and contractors, we may not be able to implement our business model successfully.

In addition, these market partners and distributors may earn higher margins by selling competing products or combinations of competing

If we are unable to establish successful relationships with independent market partners and distributors, we will need to further

develop our own sales and distribution capabilities, which would be expensive and time-consuming and might not be successful.

If we are not

able to attract and retain highly skilled employees and contractors, we may not be able to implement our business model successfully.

We will rely upon employees

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payments would have a negative effect on our operating results.

Competition for experienced, high-quality employees, consultants and contractors

is intense and we cannot assure that we will be able to recruit and retain such personnel.

We may not be able to hire or retain the necessary

personnel to implement our business strategy.

Our failure to hire and retain such personnel could impair our ability to develop new products

and manage our business effectively.

The loss of our management team or other

key personnel would have an adverse impact on our future development and impair our ability to succeed.

In the early stages of development,

our business will be significantly dependent on the Company’s management team and other key personnel.

Our success will be particularly

dependent upon our Chief Executive Officer, Mr.

Competition for experienced, high-quality employees, consultants and

contractors is intense and we cannot assure that we will be able to recruit and retain such personnel.

We may not be able to hire or

retain the necessary personnel to implement our business strategy.

Our failure to hire and retain such personnel could impair our ability

to develop new products and manage our business effectively.

The loss of our

management team or other key personnel would have an adverse impact on our future development and impair our ability to succeed.

In the early stages

of development, our business will be significantly dependent on the Company’s management team and other key personnel.

will be particularly dependent upon our Chief Executive Officer, Mr.

Amro Albanna and our Chief Innovation Officer, Dr.

Shahrokh Shabahang.

The loss of any

one of these individuals or any other future key personnel could have a material adverse effect on the Company and our ability to further

execute our intended business.

The loss of any one of these individuals or any other future key personnel could have a material adverse effect on the Company and our

ability to further execute our intended business.

The commercial

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providers, clinics, patients, and biopharmaceutical companies.

commercial success depends, in part, on the acceptance of our diagnostic tests and services as being safe and relatively simple for medical

personnel to learn and use, clinically flexible, operationally versatile and, with respect to providers and payers, cost effective.

cannot predict how quickly, if at all, payers, providers, clinics and patients will accept future diagnostic tests and services or, if

accepted, how frequently they will be used.

These constituents must believe that our diagnostic tests offer benefits over other available

alternatives.

degree of market acceptance of our in development and future diagnostic tests and services depends on a number of factors, including:

● whether there is adequate utilization of our tests by clinicians, biopharmaceutical companies and other target groups based on the

potential and perceived advantages of our diagnostic tests over those of our competitors;

● the convenience and ease of use of our diagnostic tests relative to those currently on the market;

● the effectiveness of our sales and marketing efforts;

● the ability of our distribution partners to meet sales forecasts;

● our ability to provide incremental data that show the clinical benefits and cost effectiveness, and operational benefits, of our diagnostic

● the coverage and reimbursement acceptance of our products and services;

● pricing pressure, including from group purchasing organizations (GPOs), seeking to obtain discounts on our diagnostic tests based

on the collective bargaining power of the GPO members;

● negative publicity regarding our or our competitors’ diagnostic tests resulting from defects or errors;

● the accuracy of our tests relative to those of our competitors;

● ability to obtain any requisite premarket authorization from FDA prior to commercializing our tests;

● product labeling or product insert requirements by the FDA or other regulatory authorities;

● limitations or warnings contained in the labeling cleared or approved by the FDA or other authorities.

We need to ensure

strong product performance and reliability to maintain and grow our business.

reaching commercialization, we will need to maintain and continuously improve the performance and reliability of our diagnostic tests

to achieve our profitability objectives.

Poor product performance and reliability could lead to customer dissatisfaction, adversely affect

our reputation and revenues, and increase our service and distribution costs and working capital requirements.

Our diagnostic tests may

contain errors or defects, and while we have made efforts to test them extensively, we cannot assure that our current diagnostic tests,

or those developed in the future, will not have performance problems.

Any performance issues with our diagnostic tests now or in the future

will increase our costs and accordingly adversely affect our business, financial condition and results of operations.

The use of our products may be limited by

regulations, and we may be exposed to product liability and remediation claims.

The use of our planned products

may be regulated by various local, state, federal and foreign regulators.

Our commercial success

depends, in part, on the acceptance of our diagnostic tests and services as being safe and relatively simple for medical personnel to

learn and use, clinically flexible, operationally versatile and, with respect to providers and payers, cost effective.

We cannot predict

how quickly, if at all, payers, providers, clinics and patients will accept future diagnostic tests and services or, if accepted, how

frequently they will be used.

These constituents must believe that our diagnostic tests offer benefits over other available alternatives.

The degree of market

acceptance of our in development and future diagnostic tests and services depends on a number of factors, including:

whether there

is adequate utilization of our tests by clinicians, biopharmaceutical companies and other target groups based on the potential and

perceived advantages of our diagnostic tests over those of our competitors;

the convenience

and ease of use of our diagnostic tests relative to those currently on the market;

the effectiveness

of our sales and marketing efforts;

of our distribution partners to meet sales forecasts;

to provide incremental data that show the clinical benefits and cost effectiveness, and operational benefits, of our diagnostic tests;

and reimbursement acceptance of our products and services;

pricing pressure,

including from group purchasing organizations (GPOs), seeking to obtain discounts on our diagnostic tests based on the collective

bargaining power of the GPO members;

negative publicity

regarding our or our competitors’ diagnostic tests resulting from defects or errors;

of our tests relative to those of our competitors;

obtain any requisite premarket authorization from FDA prior to commercializing our tests;

product labeling

or product insert requirements by the FDA or other regulatory authorities;

or warnings contained in the labeling cleared or approved by the FDA or other authorities.

The use of our

products may be limited by regulations, and we may be exposed to product liability and remediation claims.

The use of our planned

products may be regulated by various local, state, federal and foreign regulators.

Even if we are able to comply with all such regulations

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The costs of remediation or products liability could materially adversely affect our results, financial condition and operations.

We may be held liable for, or incur costs

to settle, liability and remediation claims if any products we develop, or any products that use or incorporate any of our technologies,

cause injury or are found unsuitable during product testing, manufacturing, marketing, sale or use.

These risks exist even with respect

to products that have received, or may in the future receive, regulatory approval, registration or clearance for commercial use.

guarantee that we will be able to avoid product liability exposure.

At the stage customary to do

so, we expect to maintain product liability insurance at levels we believe are sufficient and consistent with industry standards for like

companies and products.

However, we cannot guarantee that our product liability insurance will be sufficient to help us avoid product

liability-related losses.

In the future, it is possible that meaningful insurance coverage may not be available on commercially reasonable

terms or at all.

In addition, a product liability claim could result in liability to us greater than our assets or insurance coverage.

Moreover, even if we have adequate insurance coverage, product liability claims or recalls could result in negative publicity or force

us to devote significant time and attention to these matters, which could harm our business.

We may be held

liable for, or incur costs to settle, liability and remediation claims if any products we develop, or any products that use or incorporate

any of our technologies, cause injury or are found unsuitable during product testing, manufacturing, marketing, sale or use.

exist even with respect to products that have received, or may in the future receive, regulatory approval, registration or clearance

for commercial use.

We cannot guarantee that we will be able to avoid product liability exposure.

At the stage customary

to do so, we expect to maintain product liability insurance at levels we believe are sufficient and consistent with industry standards

for like companies and products.

However, we cannot guarantee that our product liability insurance will be sufficient to help us avoid

product liability-related losses.

In the future, it is possible that meaningful insurance coverage may not be available on commercially

reasonable terms or at all.

In addition, a product liability claim could result in liability to us greater than our assets or insurance

Moreover, even if we have adequate insurance coverage, product liability claims or recalls could result in negative publicity

or force us to devote significant time and attention to these matters, which could harm our business.

Our ability to

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care professionals.

we fail to maintain our working relationships with health care professionals, many of our products may not be developed and offered in

line with the needs and expectations of the professionals who use and support our products, which could cause a decline in our earnings

and profitability.

The research, development, marketing, and sales of our products is expected to be dependent upon our maintaining working

relationships with such health care professionals, and the use of our products is expected to often require the participation of health

care professionals.

In addition, health care professionals are the primary customer groups we expect to market and sell our products directly

to, further highlighting the importance of our relationship with such health care professionals.

If we are unable to maintain our relationships

with these professionals, we may lose our primary customer base, our products may not be utilized correctly or to their full potential,

and our ability to develop, manufacture, and market future products may be significantly stunted.

We operate in a

highly competitive industries and we may be unable to compete effectively.

expect to compete domestically and internationally in the neurology, diagnostic imaging and MedTech markets and the motion control market.

These markets are characterized by rapid change resulting from technological advances and scientific discoveries.

In the product lines

and offered services in which we plan to compete, we face a mixture of competitors ranging from large manufacturers with multiple business

lines to small manufacturers that offer a limited selection of niche products.

If we fail to maintain

our working relationships with health care professionals, many of our products may not be developed and offered in line with the needs

and expectations of the professionals who use and support our products, which could cause a decline in our earnings and profitability.

The research, development, marketing, and sales of our products is expected to be dependent upon our maintaining working relationships

with such health care professionals, and the use of our products is expected to often require the participation of health care professionals.

In addition, health care professionals are the primary customer groups we expect to market and sell our products directly to, further

highlighting the importance of our relationship with such health care professionals.

If we are unable to maintain our relationships with

these professionals, we may lose our primary customer base, our products may not be utilized correctly or to their full potential, and

our ability to develop, manufacture, and market future products may be significantly stunted.

We operate in

a highly competitive industries and we may be unable to compete effectively.

We expect to compete

domestically and internationally in the neurology, diagnostic imaging and MedTech markets and the motion control market.

These markets

are characterized by rapid change resulting from technological advances and scientific discoveries.

In the product lines and offered

services in which we plan to compete, we face a mixture of competitors ranging from large manufacturers with multiple business lines

to small manufacturers that offer a limited selection of niche products.

Development by other companies of new or improved products,

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approval from health care insurance providers.

also face competition for marketing, distribution, and collaborative development agreements, for establishing relationships health care

professionals, medical associations, and academic and research institutions, and for licenses to intellectual property.

In addition, academic

institutions, governmental agencies and other public and private research organizations also may conduct research, seek patient protection

and establish collaborative arrangements for discovery, research, clinical development and marketing of products similar to ours.

companies, professionals, and institutions compete with us in recruiting and retaining qualified scientific and management personnel,

as well as in acquiring necessary product technologies.

Technological

breakthroughs in electric motors could render our Motion Products obsolete.

electric motor market is subject to rapid technological change and product innovation.

Our electric motors are based on its proprietary

technology, but several companies are pursuing new technologies, including sensing technologies for electric engines.

Any technological

breakthroughs could render our Motion Products obsolete, would have a material adverse effect on our business, financial condition and

results of operations and could result in our shareholders losing their entire investment.

We expect to rely

on third-party manufacturers for certain of our products and will be dependent on their quality and effectiveness.

neurological and electric motor products will require precise, high-quality manufacturing.

The failure to achieve and maintain high manufacturing

standards, including failure to detect or control anticipated or unanticipated manufacturing errors or the frequent occurrence of such

errors, could result in user injury or death, discontinuance or delay of ongoing or planned clinical studies, delays or failures in product

testing or delivery, cost overruns, product recalls or withdrawals and other problems that could seriously hurt our business.

medical device manufacturers often encounter difficulties involving production yields, quality control and quality assurance and shortages

of qualified personnel.

These manufacturers are subject to stringent regulatory requirements, including the FDA’s current good-manufacturing-practices

If our contract manufacturers fail to maintain ongoing compliance at any time, the production of our products could be interrupted,

resulting in delays or discontinuance of our clinical studies, additional costs and loss of potential revenues.

There may be limitations on the effectiveness

of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our Company.

We do not expect that internal

control over financial accounting and disclosure, even if timely and well established, will prevent all error and all fraud.

system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s

We also face competition

for marketing, distribution, and collaborative development agreements, for establishing relationships health care professionals, medical

associations, and academic and research institutions, and for licenses to intellectual property.

In addition, academic institutions,

governmental agencies and other public and private research organizations also may conduct research, seek patient protection and establish

collaborative arrangements for discovery, research, clinical development and marketing of products similar to ours.

These companies,

professionals, and institutions compete with us in recruiting and retaining qualified scientific and management personnel, as well as

in acquiring necessary product technologies.

There may be limitations

on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our

We do not expect that

internal control over financial accounting and disclosure, even if timely and well established, will prevent all error and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s

objectives will be met.

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of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Failure of our control systems

to prevent error or fraud could materially adversely affect our business.

Risks Related to Our Acquisition Strategy

Our acquisition strategy exposes us to substantial

Because of the inherent limitations in all control systems, no evaluation of

controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Failure of our control

systems to prevent error or fraud could materially adversely affect our business.

Risks Related to

Our Acquisition Strategy

Our acquisition

strategy exposes us to substantial risk.

Our acquisition of companies

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acquisitions, we may not be able to discover all potential operational deficiencies in such entities.

acquisition targets may not perform as expected or the returns from such businesses may not support the financing utilized to acquire

them or maintain them.

Furthermore, integration and consolidation of acquired businesses requires substantial human, financial and other

resources and may divert management’s attention from our existing business concerns, disrupt our ongoing business or not be successfully

Even if we consummate businesses that we believe will be accretive, those businesses may in fact result in a decrease in revenues

as a result of incorrect assumptions in our evaluation of such businesses, unforeseen consequences, or other external events beyond our

Furthermore, if we consummate any future acquisitions, our capitalization and results of operations may change significantly,

and stockholders will generally not have the opportunity to evaluate the economic, financial, and other relevant information that we will

consider in determining the application of these funds and other resources.

As a result, the consummation of acquisitions may have a material

adverse effect on our business, financial condition, results of operations and cash flows.

We may experience difficulty as we evaluate,

acquire and integrate businesses that we may acquire, which could result in drains on our resources, including the attention of our management,

and disruptions of our on-going business.

We acquire small to mid-sized

businesses in various industry segments.

Generally, because such businesses are privately held, we may experience difficulty in evaluating

potential target businesses as much of the information concerning these businesses is not publicly available.

Therefore, our estimates

and assumptions used to evaluate the operations, management and market risks with respect to potential target businesses may be subject

to various risks and uncertainties.

Further, the time and costs associated with identifying and evaluating potential target businesses

may cause a substantial drain on our resources and may divert our management team’s attention away from the operations of our businesses

for significant periods of time.

In addition, we may have difficulty

effectively integrating and managing acquisitions.

The management or improvement of businesses we acquire may be hindered by a number

of factors, including limitations in the standards, controls, procedures and policies implemented in connection with such acquisitions.

Further, the management of an acquired business may involve a substantial reorganization of the business’ operations resulting in

the loss of employees and customers or the disruption of our ongoing businesses.

We may experience greater than expected costs or difficulties

relating to an acquisition, in which case, we might not achieve the anticipated returns from any particular acquisition.

We may not be able to effectively integrate

the businesses that we acquire.

Our ability to realize the

anticipated benefits of acquisitions will depend on our ability to integrate those businesses with our own.

Our acquisition targets

may not perform as expected or the returns from such businesses may not support the financing utilized to acquire them or maintain them.

Furthermore, integration and consolidation of acquired businesses requires substantial human, financial and other resources and may divert

management’s attention from our existing business concerns, disrupt our ongoing business or not be successfully integrated.

if we consummate businesses that we believe will be accretive, those businesses may in fact result in a decrease in revenues as a result

of incorrect assumptions in our evaluation of such businesses, unforeseen consequences, or other external events beyond our control.

Furthermore, if we consummate any future acquisitions, our capitalization and results of operations may change significantly, and stockholders

will generally not have the opportunity to evaluate the economic, financial, and other relevant information that we will consider in

determining the application of these funds and other resources.

As a result, the consummation of acquisitions may have a material adverse

effect on our business, financial condition, results of operations and cash flows.

We may experience

difficulty as we evaluate, acquire and integrate businesses that we may acquire, which could result in drains on our resources, including

the attention of our management, and disruptions of our on-going business.

From time to time we

have acquired and may continue to acquire small to mid-sized businesses in various industry segments.

Generally, because such businesses

may be privately held, we may experience difficulty in evaluating potential target businesses as much of the information concerning these

businesses is not publicly available.

Therefore, our estimates and assumptions used to evaluate the operations, management and market

risks with respect to potential target businesses may be subject to various risks and uncertainties.

Further, the time and costs associated

with identifying and evaluating potential target businesses may cause a substantial drain on our resources and may divert our management

team’s attention away from the operations of our businesses for significant periods of time.

In addition, we may

have difficulty effectively integrating and managing acquisitions.

The management or improvement of businesses we acquire may be hindered

by a number of factors, including limitations in the standards, controls, procedures and policies implemented in connection with such

acquisitions.

Further, the management of an acquired business may involve a substantial reorganization of the business’ operations

resulting in the loss of employees and customers or the disruption of our ongoing businesses.

We may experience greater than expected

costs or difficulties relating to an acquisition, in which case, we might not achieve the anticipated returns from any particular acquisition.

We may not be

able to effectively integrate the businesses that we acquire.

Our ability to realize

the anticipated benefits of acquisitions will depend on our ability to integrate those businesses with our own.

The combination of multiple

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but these transactions may not advance beyond the preliminary stages or be completed.

Such acquisitions are subject to various risks and

uncertainties, including:

the inability to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which are in diverse geographic regions) and achieve expected synergies;

the potential disruption of existing business and diversion of management’s attention from day-to-day operations;

the inability to maintain uniform standards, controls, procedures and policies;

the need or obligation to divest portions of the acquired companies;

the potential failure to identify material problems and liabilities during due diligence review of acquisition targets;

the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses;

the challenges associated with operating in new geographic regions.

Such acquisitions are subject to various risks

and uncertainties, including:

the inability

to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which are in diverse

geographic regions) and achieve expected synergies;

the potential

disruption of existing business and diversion of management’s attention from day-to-day operations;

the inability

to maintain uniform standards, controls, procedures and policies;

obligation to divest portions of the acquired companies;

the potential

failure to identify material problems and liabilities during due diligence review of acquisition targets;

the potential

failure to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses;

the challenges

associated with operating in new geographic regions.

The integration

of our acquisitions may result in significant accounting charges that adversely affect the announced results of our Company.

The financial results of our

Company may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with our recent acquisitions.

The financial results

of our Company may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with our recent acquisitions.

In addition to the anticipated cash charges, costs associated with the amortization of intangible assets are expected.

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may result in unexpected consequences to our business and results of operations.

Although we believe that our

planned acquisitions will generally be subject to risks similar to those to which we are subject to in our existing operations, we may

not have discovered all risks applicable to these businesses during the due diligence process.

Some of these risks could produce unexpected

and unwanted consequences for us.

Undiscovered risks may result in us incurring financial liabilities, which could be material and have

a negative impact on our business operations.

Failure to manage our growing and changing

business could have a material adverse effect on our business, prospects, financial condition, and results of operations.

As we grow, we expect to encounter

additional challenges to our internal processes, capital commitment process, and acquisition funding and financing capabilities.

operations, personnel, systems, and internal control may not be adequate to support our growth and expansion and may require us to make

additional unanticipated investments in our infrastructure.

To manage the future growth of our operations, we will be required to improve

our administrative, operational, and financial systems, procedures, and controls, and maintain, expand, train, and manage our growing

employee base.

If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute

our business strategies successfully or respond to competitive pressures.

As a result, our business, prospects, financial condition, and

results of operations could be materially and adversely affected.

We face competition for businesses that

fit our acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively, forego certain acquisition

opportunities.

Our acquisition strategy is

focused on the acquisition of small to mid-sized businesses.

Although we believe

that our planned acquisitions will generally be subject to risks similar to those to which we are subject to in our existing operations,

we may not have discovered all risks applicable to these businesses during the due diligence process.

Some of these risks could produce

unexpected and unwanted consequences for us.

Undiscovered risks may result in us incurring financial liabilities, which could be material

and have a negative impact on our business operations.

Failure to manage

our growing and changing business could have a material adverse effect on our business, prospects, financial condition, and results of

As we grow, we expect

to encounter additional challenges to our internal processes, capital commitment process, and acquisition funding and financing capabilities.

Our existing operations, personnel, systems, and internal control may not be adequate to support our growth and expansion and may require

us to make additional unanticipated investments in our infrastructure.

To manage the future growth of our operations, we will be required

to improve our administrative, operational, and financial systems, procedures, and controls, and maintain, expand, train, and manage

our growing employee base.

If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities,

execute our business strategies successfully or respond to competitive pressures.

As a result, our business, prospects, financial condition,

and results of operations could be materially and adversely affected.

We face competition

for businesses that fit our acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively,

forego certain acquisition opportunities.

Our acquisition strategy

is focused on the acquisition of small to mid-sized businesses.

In pursuing such acquisitions, we expect to face strong competition from

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attractive acquisition opportunity.

We may not be able to successfully fund

acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede the implementation of our acquisition

We intend to finance acquisitions

primarily through additional debt and equity financings.

Because the timing and size of acquisitions cannot be readily predicted, we may

need to be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities.

The sale of additional shares

of any class of equity will be subject to market conditions and investor demand for such shares at prices that may not be in the best

interest of our stockholders.

We may not be

able to successfully fund acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede

the implementation of our acquisition strategy.

We intend to finance

acquisitions primarily through additional debt and equity financings.

Because the timing and size of acquisitions cannot be readily predicted,

we may need to be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities.

The sale of additional

shares of any class of equity will be subject to market conditions and investor demand for such shares at prices that may not be in the

best interest of our stockholders.

The sale of additional equity securities could also result in dilution to our stockholders.

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materially adversely affect our ability to pursue our acquisition strategy.

We may change our management and acquisition

strategies without the consent of our stockholders, which may result in a determination by us to pursue riskier business activities.

We may change

our management and acquisition strategies without the consent of our stockholders, which may result in a determination by us to pursue

riskier business activities.

We may change our strategy

at any time without the consent of our stockholders, which may result in our acquiring businesses or assets that are different from, and

possibly riskier than, the strategy described in this prospectus.

A change in our strategy may increase our exposure to interest rate

and currency fluctuations, subject us to regulation under the Investment Company Act or subject us to other risks and uncertainties

that affect our operations and profitability.

In the future, we may seek to enter into

credit facilities to help fund our acquisition capital and working capital needs.

These credit facilities may expose us to additional

risks associated with leverage and may inhibit our operating flexibility.

We may seek to enter into credit

facilities with third-party lenders to help fund our acquisitions.

Such credit facilities will likely require us to pay a commitment fee

on the undrawn amount and will likely contain a number of affirmative and restrictive covenants.

If we violate any such covenants, our

lenders could accelerate the maturity of any debt outstanding.

Such debt may be secured by our assets, including the stock we may own

in businesses that we acquire.

Our ability to meet our debt service obligations may be affected by events beyond our control and will

depend primarily upon cash produced by businesses that we currently manage and may acquire in the future and distributed or paid to us.

at any time without the consent of our stockholders, which may result in our acquiring businesses or assets that are different from,

and possibly riskier than, the strategy described in this prospectus.

A change in our strategy may increase our exposure to interest

rate and currency fluctuations, subject us to regulation under the Investment Company Act or subject us to other risks and

uncertainties that affect our operations and profitability.

In the future,

we may seek to enter into credit facilities to help fund our acquisition capital and working capital needs.

These credit facilities may

expose us to additional risks associated with leverage and may inhibit our operating flexibility.

We may seek to enter

into credit facilities with third-party lenders to help fund our acquisitions.

Such credit facilities will likely require us to pay a

commitment fee on the undrawn amount and will likely contain a number of affirmative and restrictive covenants.

If we violate any such

covenants, our lenders could accelerate the maturity of any debt outstanding.

Such debt may be secured by our assets, including the stock

we may own in businesses that we acquire.

Our ability to meet our debt service obligations may be affected by events beyond our control

and will depend primarily upon cash produced by businesses that we currently manage and may acquire in the future and distributed or

Any failure to comply with the terms of our indebtedness may have a material adverse effect on our financial condition.

In addition, we expect that

such credit facilities will bear interest at floating rates which will generally change as interest rates change.

We will bear the risk

that the rates that we are charged by our lenders will increase faster than we can grow the cash flow from our businesses or businesses

In addition, we expect

that such credit facilities will bear interest at floating rates which will generally change as interest rates change.

We will bear the

risk that the rates that we are charged by our lenders will increase faster than we can grow the cash flow from our businesses or businesses

that we may acquire in the future, which could reduce profitability, materially adversely affect our ability to service our debt, cause

us to breach covenants contained in our third-party credit facilities and reduce cash flow available for distribution.

If, in the future, we cease to control and

operate our businesses or other businesses that we acquire in the future or engage in certain other activities, we may be deemed to be

an investment company under the Investment Company Act.

We have the ability to make

investments in businesses that we will not operate or control.

If we make significant investments in businesses that we do not operate

or control, or that we cease to operate or control, or if we commence certain investment-related activities, we may be deemed to be an

investment company under the Investment Company Act.

Our decision to sell a business will be based upon financial, operating and

other considerations rather than a plan to complete a sale of a business within any specific time frame.

If we were deemed to be an investment

company, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from

the Securities and Exchange Commission, or the SEC, or modify our investments or organizational structure or our contract rights to fall

outside the definition of an investment company.

Registering as an investment company could, among other things, materially adversely

affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions

involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that

will be costly and time-consuming.

If intangible assets

and goodwill that we recorded in connection with our acquisitions become impaired, we may have to take significant charges against earnings.

connection with the accounting for our completed acquisitions, we may be required to record a significant amount of intangible assets,

including developed technology, in-process research and development, and customer relationships relating to the acquired product lines,

and goodwill.

Under generally accepted accounting principles in the United States, we must assess, at least annually and potentially more

frequently, whether the value of indefinite-lived intangible assets and goodwill have been impaired.

Intangible assets and goodwill are

assessed for impairment in the event of an impairment indicator.

Any reduction or impairment of the value of intangible assets and goodwill

will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity

in future periods.

Risks Relating to Our Intellectual Property

The failure to obtain or maintain patents,

licensing agreements and other intellectual property could materially impact our ability to compete effectively.

In order for our business to

be viable and to compete effectively, we need to develop and maintain, and we will heavily rely on, a proprietary position with respect

If, in the future,

if we cease to control and operate our businesses or other businesses that we acquire in the future or engage in certain other activities,

we may be deemed to be an investment company under the Investment Company Act.

We have the ability

to make investments in businesses that we will not operate or control.

If we make significant investments in businesses that we do not

operate or control, or that we cease to operate or control, or if we commence certain investment-related activities, we may be deemed

to be an investment company under the Investment Company Act.

Our decision to sell a business will be based upon financial, operating

and other considerations rather than a plan to complete a sale of a business within any specific time frame.

If we were deemed to be

an investment company, we would either have to register as an investment company under the Investment Company Act, obtain exemptive

relief from the Securities and Exchange Commission, or the SEC, or modify our investments or organizational structure or our contract

rights to fall outside the definition of an investment company.

Registering as an investment company could, among other things, materially

adversely affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage

in other transactions involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional

regulation that will be costly and time-consuming.

If intangible

assets and goodwill that we recorded in connection with our acquisitions become impaired, we may have to take significant charges against

In connection with the

accounting for our completed acquisitions, we may be required to record a significant amount of intangible assets, including developed

technology, in-process research and development, and customer relationships relating to the acquired product lines, and goodwill.

generally accepted accounting principles in the United States, we must assess, at least annually and potentially more frequently, whether

the value of indefinite-lived intangible assets and goodwill have been impaired.

Intangible assets and goodwill are assessed for impairment

in the event of an impairment indicator.

Any reduction or impairment of the value of intangible assets and goodwill will result in a

charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods.

Risks Relating to

Our Intellectual Property Rights

The failure to

obtain or maintain patents, licensing agreements and other intellectual property could materially impact our ability to compete effectively.

In order for our business

to be viable and to compete effectively, we need to develop and maintain, and we will heavily rely on, a proprietary position with respect

to our technologies and intellectual property.

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may be subject to reexamination proceedings;

may be subject to post grant review proceedings;

may be subject to inter partes review proceedings;

may be subject to derivation proceedings;

may be subject to opposition proceedings in the U.S.

we may be subject

to post grant review proceedings;

we may be subject

to inter partes review proceedings;

we may be subject

to derivation proceedings;

we may be subject

to opposition proceedings in the U.S.

or in foreign countries;

patents that are issued to us may not provide meaningful protection;

may not be able to develop additional proprietary technologies that are patentable;

companies may challenge patents licensed or issued to us;

companies may have independently developed and patented (or may in the future independently develop and patent) similar or alternative

technologies, or duplicate our technologies;

companies may design around technologies we have licensed or developed;

● enforcement

that are issued to us may not provide meaningful protection;

be able to develop additional proprietary technologies that are patentable;

other companies

may challenge patents licensed or issued to us;

other companies

may have independently developed and patented (or may in the future independently develop and patent) similar or alternative technologies,

or duplicate our technologies;

other companies

may design around technologies we have licensed or developed;

of patents is complex, uncertain and very expensive and we may not be able to secure, enforce and defend our patents;

the event that we were to ever seek to enforce our patents in ligation, there is some risk that they could be deemed invalid, not infringed,

that we were to ever seek to enforce our patents in ligation, there is some risk that they could be deemed invalid, not infringed,

or unenforceable.

We cannot be certain that any

patents will be issued as a result of any pending or future applications, or that any patents, once issued, will provide us with adequate

protection from competing products.

For example, issued patents may be circumvented or challenged, declared invalid or unenforceable,

or narrowed in scope.

In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries,

we cannot be certain that we or our licensors were the first to invent or to file patent applications covering them.

It is also possible that others

may have or may obtain issued patents that could prevent us from commercializing our products or require us to obtain licenses requiring

the payment of significant fees or royalties in order to enable us to conduct our business.

There is no guarantee that such licenses will

be available based on commercially reasonable terms.

As to those patents that we have licensed, our rights depend on maintaining our obligations

to the licensor under the applicable license agreement, and we may be unable to do so.

If we are unable to

obtain and maintain patent protection for our products, or if the scope of the patent protection obtained is not sufficiently broad,

We cannot be certain

that any patents will be issued as a result of any pending or future applications, or that any patents, once issued, will provide us

with adequate protection from competing products.

For example, issued patents may be circumvented or challenged, declared invalid or

unenforceable, or narrowed in scope.

In addition, since publication of discoveries in scientific or patent literature often lags behind

actual discoveries, we cannot be certain that we or our licensors were the first to invent or to file patent applications covering them.

It is also possible

that others may have or may obtain issued patents that could prevent us from commercializing our products or require us to obtain licenses

requiring the payment of significant fees or royalties in order to enable us to conduct our business.

There is no guarantee that such

licenses will be available based on commercially reasonable terms.

As to those patents that we have licensed, our rights depend on maintaining

our obligations to the licensor under the applicable license agreement, and we may be unable to do so.

If we are unable

to obtain and maintain patent protection for our products, or if the scope of the patent protection obtained is not sufficiently broad,

competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our

products could be impaired.

The patent prosecution process

is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable

cost, in a timely manner, or in all jurisdictions.

It is also possible that we will fail to identify patentable aspects of our development

output before it is too late to obtain patent protection.

The patent position of life

science companies generally is highly uncertain, involves complex legal and factual questions and has in past years been the subject of

much litigation.

In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States

and we may fail to seek or obtain patent protection in all major markets.

For example, unlike the U.S., European patent law restricts

the patentability of methods of treatment of the human body.

Our pending and future patent applications may not result in patents being

issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive

technologies and products.

Changes in either the patent laws or interpretation of the patent laws in the United States and other countries

may diminish the value of our patents or narrow the scope of our patent protection, even post-grant.

Recent patent reform legislation

has increased the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued

The patent prosecution

process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications

at a reasonable cost, in a timely manner, or in all jurisdictions.

It is also possible that we will fail to identify patentable aspects

of our development output before it is too late to obtain patent protection.

The patent position

of life science companies generally is highly uncertain, involves complex legal and factual questions and has in past years been the

subject of much litigation.

In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the

United States, and we may fail to seek or obtain patent protection in all major markets.

For example, unlike the U.S., European patent

law restricts the patentability of methods of treatment of the human body.

Our pending and future patent applications may not result

in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing

competitive technologies and products.

Changes in either the patent laws or interpretation of the patent laws in the United States and

other countries may diminish the value of our patents or narrow the scope of our patent protection, even post-grant.

Recent patent reform

legislation has increased the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense

of issued patents.

On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law.

The Leahy-Smith Act

includes a number of significant changes to United States patent law.

The Leahy-Smith

Act includes a number of significant changes to United States patent law.

These include provisions that affect the way patent applications

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issued patents, all of which could have a material adverse effect on our business and financial condition.

Moreover, we may be subject

to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, reexamination, inter

Moreover, we may be

subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, reexamination, inter

partes review, post-grant review or interference proceedings challenging our patent rights (whether licensed or otherwise held)

or the patent rights of others.

An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or

invalidate, our patent rights (whether licensed or otherwise held), allow third parties to commercialize our technology or products and

compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing

An adverse determination in any such submission, proceeding or litigation could reduce the scope of,

or invalidate, our patent rights (whether licensed or otherwise held), allow third parties to commercialize our technology or products

and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing

third-party patent rights.

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able to circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner.

The issuance of a patent is

not conclusive as to its inventorship, scope, validity or enforceability, and our licensed or owned patents may be challenged in the courts

or patent offices in the United States and abroad.

Such challenges may result in loss of exclusivity or freedom to operate or in patent

claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using

or commercializing similar or identical products, or limit the duration of the patent protection of our products.

Given the amount of

time required for the development, testing and regulatory review of new life science product candidates, patents protecting such candidates

might expire before or shortly after such candidates are commercialized.

As a result, our intellectual property rights portfolio may not

provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

We may become involved in lawsuits to protect

or enforce our intellectual property rights, which could be expensive, time-consuming and ultimately unsuccessful.

Competitors may infringe our

intellectual property.

To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive

and time-consuming.

Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging

that we infringe their intellectual property or that our intellectual property is invalid or unenforceable.

In addition, in a patent infringement

proceeding, a court may decide that a licensed or owned patent of ours is invalid or unenforceable, in whole or in part, construe the

patent’s claims narrowly or refuse to stop the other party from using the technology at issue on the grounds that our patents do

not cover that technology.

Moreover, lawsuits to protect or enforce our intellectual property rights could be expensive, time-consuming

and ultimately unsuccessful.

Third parties may initiate legal proceedings

alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.

Our commercial success depends

upon our ability to develop, manufacture, market and sell our product candidates without infringing the proprietary rights of third parties.

The issuance of a patent

is not conclusive as to its inventorship, scope, validity or enforceability, and our licensed or owned patents may be challenged in the

courts or patent offices in the United States and abroad.

Such challenges may result in loss of exclusivity or freedom to operate or

in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others

from using or commercializing similar or identical products, or limit the duration of the patent protection of our products.

amount of time required for the development, testing and regulatory review of new life science product candidates, patents protecting

such candidates might expire before or shortly after such candidates are commercialized.

As a result, our intellectual property rights

portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

We may become

involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time-consuming and ultimately

unsuccessful.

Competitors may infringe

our intellectual property.

To counter infringement or unauthorized use, we may be required to file infringement claims, which can be

expensive and time-consuming.

Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against

us alleging that we infringe their intellectual property or that our intellectual property is invalid or unenforceable.

in a patent infringement proceeding, a court may decide that a licensed or owned patent of ours is invalid or unenforceable, in whole

or in part, construe the patent’s claims narrowly or refuse to stop the other party from using the technology at issue on the grounds

that our patents do not cover that technology.

Moreover, lawsuits to protect or enforce our intellectual property rights could be expensive,

time-consuming and ultimately unsuccessful.

Third parties

may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.

Our commercial success

depends upon our ability to develop, manufacture, market and sell our product candidates without infringing the proprietary rights of

third parties.

There is considerable intellectual property litigation in the life sciences industry.

We cannot guarantee that our product candidates

will not infringe third-party patents or other proprietary rights.

We may become party to, or threatened with, future adversarial proceedings

or litigation regarding intellectual property rights with respect to our products and technology, including inter partes review,

interference, or derivation proceedings before the USPTO and similar bodies in other countries.

Third parties may assert infringement

claims against us based on existing intellectual property rights and intellectual property rights that may be granted in the future.

We cannot guarantee that our product

candidates will not infringe third-party patents or other proprietary rights.

We may become party to, or threatened with, future adversarial

proceedings or litigation regarding intellectual property rights with respect to our products and technology, including inter

partes review, interference, or derivation proceedings before the USPTO and similar bodies in other countries.

Third parties

may assert infringement claims against us based on existing intellectual property rights and intellectual property rights that may be

granted in the future.

If we are found to infringe

5 unchanged sentences

In addition, we could

be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a

be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed

A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of our business

2 unchanged sentences

of third parties could have a similar negative impact on our business.

Obtaining and maintaining our

patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental

patent agencies, and our own patent protection could be reduced or eliminated for noncompliance with these requirements.

Periodic maintenance fees and

annuities on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment

and other similar provisions during the patent application process.

While an inadvertent lapse can in many cases be cured by payment of

a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment

or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.

Noncompliance

events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond

to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents.

such an event, our competitors might be able to enter our markets, which could have a material adverse effect on our business.

We may be subject to claims by third parties

asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own

intellectual property.

Certain employees and contractors

were previously employed at universities or other companies, including potential competitors.

Although we try to ensure that our employees

and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these

employees or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s

former employer.

Litigation may be necessary to defend against these claims, and any such litigation could have an unfavorable outcome.

In addition, while it is our

policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements

Periodic maintenance

fees and annuities on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime

of the patent.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary,

fee payment and other similar provisions during the patent application process.

While an inadvertent lapse can in many cases be cured

by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result

in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.

Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure

to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal

In such an event, our competitors might be able to enter our markets, which could have a material adverse effect on our business.

We may be subject

to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership

of what we regard as our own intellectual property.

Certain employees and

contractors were previously employed at universities or other companies, including potential competitors.

Although we try to ensure that

our employees and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to

claims that these employees or we have used or disclosed intellectual property, including trade secrets or other proprietary information,

of any such employee’s former employer.

Litigation may be necessary to defend against these claims, and any such litigation could

have an unfavorable outcome.

In addition, while it

is our policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements

assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops

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we regard as our intellectual property.

If we fail in prosecuting or

defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.

if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and adverse results,

If we fail in prosecuting

or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.

Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and adverse results,

and be a distraction to management.

Some intellectual property which we own

or have licensed may have been discovered through government funded programs such as, for example, the government funded programs referenced

in intellectual property licensed under the LLU License Agreement, and thus may be subject to federal regulations such as “march-in”

rights, certain reporting requirements, and a preference for United States industry.

Compliance with such regulations may limit our exclusive

rights, subject us to expenditure of resources with respect to reporting requirements, and limit our ability to contract with non-U.S.

Some intellectual

property which we own or have licensed may have been discovered through government funded programs such as, for example, the government

funded programs referenced in intellectual property licensed under the LLU License Agreement, and thus may be subject to federal regulations

such as “march-in” rights, certain reporting requirements, and a preference for United States industry.

Compliance with such

regulations may limit our exclusive rights, subject us to expenditure of resources with respect to reporting requirements, and limit

our ability to contract with non-U.S.

manufacturers.

Some of the intellectual property

rights we own or have licensed have been generated through the use of United States government funding and may therefore be subject to

certain federal regulations.

As a result, the United States government may have certain rights to intellectual property embodied in our

current or future products and product candidates pursuant to the Bayh-Dole Act of 1980.

These United States government rights in certain

inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use

inventions for any governmental purpose.

In addition, the United States government has the right to require us to grant exclusive, partially

exclusive, or non-exclusive licenses to any of these inventions to a third party if it determines that:

(i) adequate steps have not

been taken to commercialize the invention;

Some of the intellectual

property rights we own or have licensed have been generated through the use of United States government funding and may therefore be

subject to certain federal regulations.

As a result, the United States government may have certain rights to intellectual property embodied

in our current or future products and product candidates pursuant to the Bayh-Dole Act of 1980.

These United States government rights

in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license

to use inventions for any governmental purpose.

In addition, the United States government has the right to require us to grant exclusive,

partially exclusive, or non-exclusive licenses to any of these inventions to a third party if it determines that:

(i) adequate steps

have not been taken to commercialize the invention;

(ii) government action is necessary to meet public health or safety needs;

or (iii) government

action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”).

The United States government also has the right to take title to these inventions if we fail to disclose the invention to the government

and fail to file an application to register the intellectual property within specified time limits.

In addition, the United States government

may acquire title to these inventions in any country in which a patent application is not filed within specified time limits.

property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require

us to expend substantial resources.

In addition, the United States government requires that any products embodying the subject invention

or produced through the use of the subject invention be manufactured substantially in the United States.

The manufacturing preference

requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to

grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that

under the circumstances domestic manufacture is not commercially feasible.

This preference for United States manufacturers may limit our

ability to contract with non-U.S.

(iii) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in

The United States government also has the right to take title to these inventions if we fail to disclose the invention

to the government and fail to file an application to register the intellectual property within specified time limits.

In addition, the

United States government may acquire title to these inventions in any country in which a patent application is not filed within specified

Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance

with which may require us to expend substantial resources.

In addition, the United States government requires that any products embodying

the subject invention or produced through the use of the subject invention be manufactured substantially in the United States.

The manufacturing

preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have

been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States

or that under the circumstances domestic manufacture is not commercially feasible.

This preference for United States manufacturers may

limit our ability to contract with non-U.S.

product manufacturers for products covered by such intellectual property.

Any exercise by the government

of any of the foregoing rights could harm our competitive position, business, financial condition, results of operations and prospects.

Intellectual property litigation could cause

us to spend substantial resources and distract our personnel from their normal responsibilities.

Even if resolved in our favor,

litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract

our technical and management personnel from their normal responsibilities.

In addition, there could be public announcements of the results

of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be

negative, it could have an adverse effect on the price of our common stock.

Such litigation or proceedings could increase our operating

losses and reduce the resources available for development activities or any future sales, marketing or distribution activities.

not have sufficient financial or other resources to conduct such litigation or proceedings adequately.

Some of our competitors may be

able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources.

Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could compromise our ability to

compete in the marketplace.

We may spend considerable resources developing

and maintaining patents, licensing agreements and other intellectual property that may later be abandoned or may otherwise never result

in products brought to market.

Not all technologies and candidate

products that initially show potential as the basis for future products ultimately meet the rigors of our development process and as a

result may be abandoned and/or never otherwise result in products brought to market.

In some cases, prior to abandonment we may be

required to incur significant costs developing and maintaining intellectual property and/or maintaining license agreements and our business

could be harmed by such costs.

We rely on information technology, and if

we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations

could be disrupted, and our business could be negatively affected.

We rely on information technology

networks and systems to process, transmit and store electronic and financial information;

Any exercise by

the government of any of the foregoing rights could harm our competitive position, business, financial condition, results of operations

and prospects.

We rely on information

technology, and if we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches,

our operations could be disrupted, and our business could be negatively affected.

We rely on information

technology networks and systems to process, transmit and store electronic and financial information;

to coordinate our business;

and to communicate

within our Company and with customers, suppliers, partners and other third-parties.

These information technology systems may be susceptible

to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber-attacks, telecommunication

failures, user errors or catastrophic events.

If our information technology systems suffer severe damage, disruption or shutdown, and

our business continuity plans do not effectively resolve the issues in a timely manner, our operations could be disrupted, and our business

could be negatively affected.

In addition, cyber-attacks could lead to potential unauthorized access and disclosure of confidential information,

and data loss and corruption.

There is no assurance that we will not experience these service interruptions or cyber-attacks in the future.

Risks Related to Our Common Stock

Our ability to have our securities traded on the Nasdaq Capital

Market is subject to us meeting applicable listing criteria.

As previously

reported in a Current Report on Form 8-K filed by the Company, on October 3, 2024, the Company was notified (the “October Notification

Letter”) by the staff (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) that it was not in compliance

with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital

Market as the bid price of its securities had closed at less than $1.00 per share over the previous 30 consecutive business days.

in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the company was provided 180 calendar days, or util April 1, 2025, to regain compliance

with the rule.

March 7, 2025, the Company was notified by the Staff that it has determined that as of March 6, 2025, the Company’s securities had

a closing bid price of $0.10 or less for ten consecutive trading days.

As a result, the Company is subject to the provisions contemplated

under Listing Rule 5810(c)(3)A)(iii) and the Staff has determined to delist the Company’s securities from The Nasdaq Capital Market.

March 14, 2025, the Company submitted an appeal to Nasdaq, which will stay the delisting and suspension of the Company’s securities

pending the decision of the Nasdaq Hearings Panel (the “Panel”).

Hearings are typically scheduled to occur approximately 30-45

days after the date of the hearing request.

At the hearing, the Company intends to present its views and its plans to regain compliance

with the minimum bid price rules to the Panel.

There can be no assurance that the Company will be able to evidence compliance with the

minimum bid price rules or any other applicable requirements for continued listing on The Nasdaq Capital Market prior to the hearing.

It is the Company’s understanding that the Panel typically issues its decision within 30 days after the hearing.

If we are delisted from Nasdaq,

our common stock may be eligible for trading on an over-the-counter market.

If we are not able to obtain a listing on another stock exchange

or quotation service for our common stock, it may be extremely difficult or impossible for stockholders to sell their shares.

to monitor the closing bid price of our common stock and may be required to seek approval from our stockholders to affect a reverse stock

split of the issued and outstanding shares of our common stock.

However, there can be no assurance that the reverse stock split would

be approved by our stockholders.

Further, there can be no assurance that the market price per new share of our common stock after the

reverse stock split will remain unchanged or increase in proportion to the reduction in the number of old shares of our common stock outstanding

before the reverse stock split.

Even if the reverse stock split is approved by our stockholders, there can be no assurance that we will

be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing rules.

If we are delisted from Nasdaq,

but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity, and therefore experience potentially

more price volatility than experienced on Nasdaq.

Stockholders may not be able to sell their shares of common stock on any such substitute

market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market.

of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock, warrants and pre-funded warrants

would likely be significantly adversely affected.

A delisting of our common stock from Nasdaq could also adversely affect our ability

to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners.

We do not expect to pay dividends in the

foreseeable future.

We do not intend to declare

dividends for the foreseeable future, as we anticipate that we will reinvest any and all future earnings in the development and growth

of our business.

Therefore, investors will not receive any funds unless they sell their securities, and holders may be unable to sell

their securities on favorable terms or at all.

We cannot assure you of a positive return on your investment or that you will not lose

the entire amount of your investment.

Future sales or issuances of substantial

amounts of our common stock, including, potentially, as a result of the future acquisitions or strategic transactions could result in

significant dilution.

If additional shares are issued

in connection with the proposed acquisition transactions or additional capital is raised through the sale of equity or convertible debt

securities, the issuance of those securities could result in further dilution to our stockholders.

While we have entered into a Merger Agreement

with Evofem and an Arrangement Agreement with Appili, we cannot assure you that the transactions contemplated by such agreements will

be consummated or, that if such transactions are consummated, they will be accretive to stockholder value.

As described herein, we entered

into a Merger Agreement with Evofem and an Arrangement Agreement with Appili.

We will be required to obtain additional financing through

the sale of additional equity and/or debt securities to fund our obligations under such agreements, including but not limited to a $20

million financing continency in the Appili transaction.

We can provide no assurance that we will be successful in securing such financing.

In addition, such financing, if available, may not be on favorable terms and may result in additional dilution to our current stockholders.

The closing of such transactions

are subject to the satisfaction or waiver of a number of closing conditions.

There is no guarantee that the conditions to closing will

be satisfied.

Further, even if all conditions to closing are satisfied, there is no guarantee that the transaction will be completed in

the time frame or in the manner currently anticipated, or that we will recognize the anticipated benefits of the transaction.

Upon dissolution of our Company, you may

not recoup all or any portion of your investment.

In the event of a liquidation,

dissolution or winding-up of our Company, whether voluntary or involuntary, our assets would be used to pay all of our debts and liabilities,

and only thereafter would any remaining assets be distributed to our stockholders, subject to rights of the holders of the Preferred Stock,

if any, on a pro rata basis.

There can be no assurance that we will have assets available from which to pay any amounts

to our stockholders upon such a liquidation, dissolution or winding-up.

In such an event, you would lose all of your investment.

We may engage in future acquisitions or

strategic transactions, which may require us to seek additional financing or financial commitments, increase our expenses and/or present

significant distractions to our management.

As described herein, we entered

into a Merger Agreement with Evofem and an Arrangement Agreement with Appili.

We may need to acquire additional financing to fund our

obligations under the Share Exchange Agreement, the letter of intent or to fund other potential acquisitions or strategic transactions

(particularly, if the acquired entity is not cash flow positive or does not have significant cash on hand).

Obtaining financing through

the issuance or sale of additional equity and/or debt securities, if possible, may not be at favorable terms and may result in additional

dilution to our current stockholders.

Additionally, any such transaction may require us to incur non-recurring or other charges, may increase

our near and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could

adversely affect our operations and financial results.

For example, an acquisition or strategic transaction may entail numerous operational

and financial risks, including the risks outlined above and additionally:

to unknown liabilities;

to communicate within our Company and with customers, suppliers, partners and other third-parties.

These information technology systems

may be susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber-attacks,

telecommunication failures, user errors or catastrophic events.

If our information technology systems suffer severe damage, disruption

or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our operations could be disrupted,

and our business could be negatively affected.

In addition, cyber-attacks could lead to potential unauthorized access and disclosure

of confidential information, and data loss and corruption.

There is no assurance that we will not experience these service interruptions

or cyber-attacks in the future.

Risks Relating to

the Litigation and Government Regulation

Claims, litigation,

government investigations, product liability and recalls, and other proceedings may adversely affect our business, operating results,

financial condition, and cash flows.

We are, from time to

time, involved in various claims, litigation matters and regulatory proceedings that could have a material adverse effect on us.

matters may include personal injury and other tort claims, deceptive trade practice disputes, intellectual property disputes, product

recalls, contract disputes, employment and tax matters and other proceedings and litigation, including class actions lawsuits.

not possible to predict the outcome of pending or future litigation and any such claims, with or without merit, could be time consuming

and expensive, and may require the Company to incur substantial costs and divert the resources of management.

On February 3, 2026,

Vertalo, Inc.

filed an Original Petition against Aditxt, Inc.

in the District Court of Travis County, Texas (98th Judicial District),

D-1-GN-26-000795.

The complaint asserts claims for breach of contract and seeks, among other relief, alleged unpaid fees of

$300,000, warrants to acquire 6,250 shares of Aditxt common stock, $26,000 of alleged travel-related costs, additional alleged damages

of at least $500,000, attorneys’ fees, and interest.

Aditxt disputes the allegations and intends to defend the matter vigorously,

pursue counterclaims and pursue available claims and defenses.

Based on information available to the Company at present, the Company

cannot reasonably estimate a range of loss for this potential action We cannot predict the outcome of this dispute with certainty.

of the outcome, these can have an adverse impact on us because of legal costs, diversion of management resources and other factors.

Determining legal reserves

or possible losses from claims against us involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes.

Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such excess amounts could

have a material effect on our business, results of operations, financial condition, and cash flows.

In addition, it is possible that

a resolution of any claim, including as a result of a settlement, could require us to make substantial future payments, prevent us from

offering certain products or services, or require us to change our business practices each of which could have a material adverse effect

on our business, operating results, financial condition, and cash flows.

We must successfully

manage compliance with current and expanding laws and regulations, as well as manage new and pending legal and regulatory matters in

We are subject in the

ordinary course of our business, in the U.S.

and internationally, to many statutes, ordinances, rules and regulations that, if violated

by us or the third parties we work with, could have a material adverse effect on our business, operating results, financial condition,

and cash flows.

These laws and regulations include but are not limited to accounting and financial reporting, advertising, anti-bribery

and anti-corruption, consumer protection, data security and privacy, electronic commerce, employment, intellectual property, product

liability, and trade.

In addition, increasing governmental and societal attention to environmental, social and governance (ESG) matters,

including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water

usage, human capital, labor and risk oversight, could expand the nature, scope and complexity of matters that we are required to control,

assess and report, each of which can be challenging given our reliance on third party suppliers.

These and other rapidly changing laws,

regulations, policies and related interpretations as well as increased enforcement actions by various governmental and regulatory agencies,

create challenges for us, including our compliance and ethics programs, may alter the environment in which we do business and may increase

the ongoing costs of compliance, which could adversely impact our business, operating results, financial condition, and cash flows.

we are unable to continue to meet these challenges and to comply with all laws, regulations, policies and related interpretations, it

could negatively impact our reputation and our business, operating results, financial condition, and cash flows.

Additionally, we may

in the future be subject to inquiries, investigations, claims, proceedings and requests for information from governmental agencies or

private parties, the adverse outcomes of which could harm our business.

Failure to successfully manage these new or pending regulatory

and legal matters and to resolve such matters without significant liability or damage to our reputation may materially adversely impact

our operating results, financial condition, and cash flows.

Furthermore, if new legal or regulatory matters result in fines or costs

in excess of the amounts accrued to date, that may also materially impact our operating results and financial position.

Risks Related to

Our Common Stock

We do not expect

to pay dividends in the foreseeable future.

We do not intend to

declare dividends for the foreseeable future, as we anticipate that we will reinvest any and all future earnings in the development and

growth of our business.

Therefore, investors will not receive any funds unless they sell their securities, and holders may be unable

to sell their securities on favorable terms or at all.

We cannot assure you of a positive return on your investment or that you will

not lose the entire amount of your investment.

Future sales or

issuances of substantial amounts of our common stock, including, potentially, as a result of the future acquisitions or strategic transactions

could result in significant dilution.

If additional shares

are issued in connection with the proposed acquisition transactions or additional capital is raised through the sale of equity or convertible

debt securities, the issuance of those securities could result in further dilution to our stockholders.

We may engage

in future acquisitions or strategic transactions, which may require us to seek additional financing or financial commitments, increase

our expenses and/or present significant distractions to our management.

Obtaining financing

for future acquisitions may only be possible through the issuance or sale of additional equity and/or debt securities, if possible, may

not be at favorable terms and may result in additional dilution to our current stockholders.

Additionally, any such transactions may

require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration

challenges or disrupt our management or business, which could adversely affect our operations and financial results.

For example, an

acquisition or strategic transaction may entail numerous operational and financial risks, including the risks outlined above and additionally:

unknown liabilities;

of our business and diversion of our management’s time and attention in order to develop acquired products or technologies;

than expected acquisition and integration costs;

● write-downs

expected acquisition and integration costs;

of assets or goodwill or impairment charges;

amortization expenses;

increased amortization

and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership;

to retain key employees of any acquired businesses.

Accordingly, although there

can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and any transactions

retain key employees of any acquired businesses.

Accordingly, although

there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and any transactions

that we do complete could have a material adverse effect on our business, results of operations, financial condition and prospects.

Upon dissolution of our Company, you may

not recoup all or any portion of your investment.

Upon dissolution

of our Company, you may not recoup all or any portion of your investment.

In the event of a liquidation,

dissolution or winding-up of our Company, whether voluntary or involuntary, our assets would be used to pay all of our debts and liabilities,

and only thereafter would any remaining assets be distributed to our stockholders, subject to rights of the holders of the Preferred Stock,

if any, on a pro rata basis.

There can be no assurance that we will have assets available from which to pay any amounts

to our stockholders upon such a liquidation, dissolution or winding-up.

and only thereafter would any remaining assets be distributed to our stockholders, subject to rights of the holders of the Preferred

Stock, if any, on a pro rata basis.

There can be no assurance that we will have assets available from which to pay any

amounts to our stockholders upon such a liquidation, dissolution or winding-up.

In such an event, you would lose all of your investment.

Limitation of Liability and Indemnification

of Management.

The Delaware General Corporation

Law and the Company’s Amended and Restated Certificate of Incorporation provide for the limitation of the liability of directors

for monetary damages.

Such provisions may discourage shareholders from bringing a lawsuit against directors for breaches of fiduciary

duty and may also have the effect of reducing the likelihood of derivative litigation against directors and officers even though such

action, if successful, might otherwise be a benefit to the Company’s shareholders.

In addition, a shareholder’s investment

in the Company may be adversely affected to the extent that costs of settlement and damage awards against the Company’s officers

or directors are paid by the Company pursuant to such provisions.

Additionally, in accordance with Delaware law and the Company’s

Amended and Restated Certificate of Incorporation, the Company shall indemnify, hold harmless and provide advancement of expenses, to

the fullest extent permitted by applicable law, directors, officers, employees, and agents that are made a party or threatened to be made

a party to legal proceedings by reason of the fact that such parties were working at the request of the Company.

We direct you to

the Company’s Amended and Restated Certificate of Incorporation for more information.

Anti-takeover provisions under Delaware

law could discourage, delay or prevent a change in control of our Company and could affect the trading price of our securities.

Anti-takeover

provisions under Delaware law could discourage, delay or prevent a change in control of our Company and could affect the trading price

of our securities.

We are a Delaware corporation

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stockholder, even if a change in control would be beneficial to our existing stockholders.

Our management team is required to devote

substantial time to public company compliance initiatives.

As a publicly reporting company,

we incur significant legal, accounting and other expenses.

Our management and other personnel devote a substantial amount of time to comply

with our reporting obligations.

Moreover, these reporting obligations increase our legal and financial compliance costs and make some

activities more time-consuming and costly.

Failure to develop our internal controls

over financial reporting as we grow could have an adverse impact on us.

As our Company matures, we

will need to develop our current internal control systems and procedures to manage our growth.

We are required to establish and maintain

appropriate internal controls over financial reporting.

Failure to establish appropriate controls, or any failure of those controls once

established, could adversely impact our public disclosures regarding our business, financial condition or results of operations.

management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed

in our internal controls over financial reporting or other matters that may raise concerns for investors.

Any actual or perceived weaknesses

and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment

of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s

assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We could issue “blank check” preferred

stock without stockholder approval with the effect of diluting interests of then-current stockholders and impairing their voting

rights, and provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Our Amended and Restated Certificate

of Incorporation provides for the authorization to issue up to 3,000,000 shares of “blank check” preferred stock with

designations, rights and preferences as may be determined from time to time by our board of directors.

Our board of directors is empowered,

without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights

which could dilute the interest of, or impair the voting power of, our common stockholders.

The issuance of a series of preferred stock

could be used as a method of discouraging, delaying or preventing a change in control.

For example, it would be possible for our board

of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change

control of our company.

In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of

Our Amended and Restated Certificate of

Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially

all disputes between the Company and its stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum

for disputes with the Company or its directors, officers or employees.

Our Amended and Restated Certificate

of Incorporation provides that unless the Company consents in writing to the selection of an alternative forum, the State of Delaware

is the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting

a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s

stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision

of the Delaware General Corporation Law (the “DGCL”) or our Amended and Restated Certificate of Incorporation or

the Company’s Amended and Restated Bylaws, or (iv) any action asserting a claim against the Company, its directors, officers, employees

or agents governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court

of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable

party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested

in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject

matter jurisdiction.

This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities

Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

To the extent that any such claims

may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to

enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

We could issue

“blank check” preferred stock without stockholder approval with the effect of diluting interests of then-current

stockholders and impairing their voting rights, and provisions in our charter documents and under Delaware law could discourage a takeover

that stockholders may consider favorable.

Our Amended and Restated

Certificate of Incorporation provides for the authorization to issue up to 3,000,000 shares of “blank check” preferred

stock with designations, rights and preferences as may be determined from time to time by our board of directors.

Our board of directors

is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting

or other rights which could dilute the interest of, or impair the voting power of, our common stockholders.

The issuance of a series

of preferred stock could be used as a method of discouraging, delaying or preventing a change in control.

For example, it would be possible

for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt

to change control of our company.

In addition, advanced notice is required prior to stockholder proposals, which might further delay

a change of control.

Our Amended and

Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for

substantially all disputes between the Company and its stockholders, which could limit stockholders’ ability to obtain a favorable

judicial forum for disputes with the Company or its directors, officers or employees.

Our Amended and Restated

Certificate of Incorporation provides that unless the Company consents in writing to the selection of an alternative forum, the State

of Delaware is the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Company, (ii)

any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company

or the Company’s stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising

pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or our Amended and Restated Certificate

of Incorporation or the Company’s Amended and Restated Bylaws, or (iv) any action asserting a claim against the Company, its directors,

officers, employees or agents governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim

as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery

(and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),

which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery

does not have subject matter jurisdiction.

This exclusive forum provision would not apply to suits brought to enforce any liability or

duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction

over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Section 22 of the Securities

4 unchanged sentences

States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation are deemed to have

notice of and consented to this provision.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation are deemed to

have notice of and consented to this provision.

The Supreme Court of Delaware has held that this type of exclusive federal forum provision

1 unchanged sentence

There may be uncertainty, however, as to whether courts of other jurisdictions would enforce such a provision, if applicable.

These choice of forum provisions

may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or

its directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees.

Alternatively, if a court were to find our choice of forum provisions contained in either our Amended and Restated Certificate of Incorporation

or Amended and Restated Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving

such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

We are an “emerging growth company”

and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common

stock less attractive to investors.

We are an “emerging growth

company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we intend to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies” including not being required to comply with the auditor attestation requirements of Section 404(b) 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.

In addition, pursuant to Section 107 of the JOBS Act, as an “emerging growth company” we intend

to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new

or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting

standards until those standards would otherwise apply to private companies.

As a result, our financial statements may not be comparable

to those of companies that comply with public company effective dates for complying with new or revised accounting standards.

We cannot predict if investors

will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive

as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We may take advantage

of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth

company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion

(ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public

(iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years;

or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

These choice of forum

provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the

Company or its directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and

other employees.

Alternatively, if a court were to find our choice of forum provisions contained in either our Amended and Restated Certificate

of Incorporation or Amended and Restated Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated

with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

We no longer qualify

as an “emerging growth company” as of January 1, 2026 and, as a result, we are no longer able to avail ourselves of certain

reduced disclosure requirements applicable to emerging growth companies.

As of January 1, 2026

we no longer qualify as an emerging growth company within the meaning of Section 2(a) of the Securities Act, as modified by the JOBS

As such, we are subject to certain disclosure and compliance requirements that apply to other public companies but did not previously

apply to us due to our status as an emerging growth company.

We are a “smaller reporting company” and the reduced disclosure requirements applicable to smaller reporting companies may

make it more difficult to compare our performance with other public companies and make our common stock less attractive to investors.

We are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements.

remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by nonaffiliates

exceeds $250 million as of the prior June 30 or (ii) our annual revenues exceeded $100 million during such completed fiscal year and

the market value of our common stock held by non affiliates exceeds $700 million as of the prior June 30.

To the extent we take advantage

of such reduced disclosure obligations, it may also make comparisons of our consolidated financial statement with other public companies

difficult or impossible.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors