What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 219 added, 193 removed, 661 unchanged (38% of the section changed)

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price of our common stock could decline and you may lose all or part of your investment.

As a “smaller

reporting company”, the Company is not required to provide the information required by this item, but below are the risk factors

the Company believes investors should consider before purchasing any of the Company’s securities.

Related to Our Company

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the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated

and communicated to management, including the Chief Executive Officer and Co-Chief Financial Officers, to allow timely decisions regarding

required disclosure.

evaluation of our disclosure controls and procedures as of December 31, 2021, conducted as part of our annual audit and preparation

of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure

and communicated to management, including the Co-Chief Executive Officers and Co-Chief Financial Officers, to allow timely decisions

regarding required disclosure.

evaluation of our disclosure controls and procedures as of December 31, 2022, conducted as part of our annual audit and preparation of

our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure

controls and procedures and concluded that our disclosure controls and procedures were not effective.

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This limited number of staff prevents us from

segregating duties within our internal control system and restricts our ability to timely evaluate the accuracy and completeness of

our financial statement disclosures.

segregating duties within our internal control system and restricts our ability to timely evaluate the accuracy and completeness of our

financial statement disclosures.

material weakness, which remained unremedied by the Company as of December 31, 2022, could result in a misstatement to the accounts and

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confidence and have a material adverse effect on our stock price as well as our ability to access capital and lending markets.

are presently taking efforts to remediate this weakness.

presently taking efforts to remediate this weakness.

Relating to Our Business

have a history of annual net losses which may continue and which may negatively impact our ability to achieve our business objectives.

For the years ended December 31, 2021 and 2020, we had revenue of $19,798,822 and $16,238,200, respectively,

and net losses of $119,017,591 and $5,100,318 in the years ended December 31, 2021 and 2020, respectively.

Our failure to increase

our revenues or improve our gross margins will harm our business.

We may not be able to achieve, sustain or increase profitability on

a quarterly or annual basis in the future.

If our revenue grows more slowly than we anticipate, our gross margins fail to improve or

our operating expenses exceed our expectations, our operating results will suffer.

The prices we charge for our properties, products

and services may decrease, which would reduce our revenues and harm our business.

If we are unable to sell our properties, products and

services at acceptable prices relative to our costs, or if we fail to develop and introduce on a timely basis new products or services

from which we can derive additional revenues, our financial results will suffer.

cannot ensure the long-term successful

operation of our business or the execution of our growth strategy.

the years ended December 31, 2022 and 2021, we had revenue of $4,480,442 and $19,798,822, respectively, and net losses of $46,212,505

and $119,017,591 in the years ended December 31, 2022 and 2021, respectively.

Our failure to increase our revenues or improve our gross

margins will harm our business.

We may not be able to achieve, sustain or increase profitability on a quarterly or annual basis in the

If our revenue grows more slowly than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations,

our operating results will suffer.

The prices we charge for our properties, products and services may decrease, which would reduce our

revenues and harm our business.

If we are unable to sell our properties, products and services at acceptable prices relative to our costs,

or if we fail to develop and introduce on a timely basis new products or services from which we can derive additional revenues, our financial

results will suffer.

cannot ensure the long-term successful operation of our business or the execution of our growth strategy.

prospects must be considered in light of the risks, expenses and difficulties frequently encountered by growing companies in new and

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We may meet many challenges including:

and maintaining broad market acceptance of our products and services and converting that acceptance into direct and indirect sources

and maintaining adoption of our technology on a wide variety of platforms and devices;

and successfully developing new products and services and increasing the features of existing products and services;

products and services that result in high degrees of customer satisfaction and high levels of customer usage;

responding to competition, including competition from emerging technologies and solutions;

and maintaining strategic relationships to enhance the distribution, features, content and utility of our products and services;

attracting and retaining talented technical and sales services staff at reasonable market compensation rates in the markets in which

establishing and maintaining

broad market acceptance of our products and services and converting that acceptance into direct and indirect sources of revenue;

establishing and maintaining

adoption of our technology on a wide variety of platforms and devices;

timely and successfully

developing new products and services and increasing the features of existing products and services;

developing products and

services that result in high degrees of customer satisfaction and high levels of customer usage;

successfully responding

to competition, including competition from emerging technologies and solutions;

developing and maintaining

strategic relationships to enhance the distribution, features, content and utility of our products and services;

identifying, attracting

and retaining talented technical and sales services staff at reasonable market compensation rates in the markets in which we operate.

growth strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all.

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own indirect interests in several publicly traded companies – most significantly, Alset International Limited, whose shares are

listed on the Singapore Stock Exchange, DSS, Inc., whose shares are listed on the NYSE American LLC Exchange, Holista CollTech

Limited, whose shares are listed on the Australian Stock Exchange, True Partner Capital Holding Limited, Value Exchange International

Inc., whose shares are listed on OTCQB Venture Market of the OTC Markets Group, Inc.

and Alset Capital Acquisition Corp., listed on

the Nasdaq (LiquidValue Development Inc.

and GigWorld Inc.

listed on the Singapore Stock Exchange, DSS, Inc., whose shares are listed on the NYSE American LLC Exchange, Holista CollTech Limited,

whose shares are listed on the Australian Stock Exchange, Value Exchange International Inc., whose shares are listed on OTCQB Venture

Market of the OTC Markets Group, Inc.

and Alset Capital Acquisition Corp., listed on the Nasdaq (LiquidValue Development Inc.

Metaverse Inc.

are not currently traded on any exchange).

The average trading volume

of the public shares is limited for some of these companies.

In view of the limited public trading markets for some of

these shares, there can be no assurance that we would succeed in obtaining a price for these shares equal to the price quoted for such

shares in their respective trading markets at the time of sale or that we would not incur a loss on our shares should we determine to

dispose our shareholding in any of these companies in the future.

Additionally, on an ongoing basis, fluctuations in the stock

prices of these companies are likely to be reflected in the market price of our common stock.

Given the limited public trading markets

in some of these public companies, stock price fluctuations in our price may be significant.

The average trading volume of the public shares is limited for some of these

In view of the limited public trading markets for some of these shares, there can be no assurance that we would succeed in

obtaining a price for these shares equal to the price quoted for such shares in their respective trading markets at the time of sale

or that we would not incur a loss on our shares should we determine to dispose our shareholding in any of these companies in the future.

Additionally, on an ongoing basis, fluctuations in the stock prices of these companies are likely to be reflected in the market price

of our common stock.

Given the limited public trading markets in some of these public companies, stock price fluctuations in our price

may be significant.

political, social and economic conditions can adversely affect our business.

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The impact of these measures, as well as potential responses to them by Russia,

Such conditions could impact real estate fundamentals and result in lower occupancy, lower rental rates, and declining

values in our real estate portfolio and in the collateral securing our loan investments.

Such conditions could impact real estate fundamentals and result in lower occupancy, lower rental rates, and declining values

in our real estate portfolio and in the collateral securing our loan investments.

As a result, the value of our property investments

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that could cause our actual growth or operating results to differ from our expectations.

may not be able to identify suitable acquisition candidates or to consummate acquisitions on acceptable terms;

may pursue international acquisitions, which inherently pose more risks than domestic acquisitions;

compete with others to acquire complementary products, technologies and businesses, which may result in decreased availability of,

or increased price for, suitable acquisition candidates;

may not be able to obtain the necessary financing, on favorable terms or at all, to finance any or all of our potential acquisitions;

may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a technology, product or business.

we may not be able to identify

suitable acquisition candidates or to consummate acquisitions on acceptable terms;

we may pursue international

acquisitions, which inherently pose more risks than domestic acquisitions;

we compete with others

to acquire complementary products, technologies and businesses, which may result in decreased availability of, or increased price

for, suitable acquisition candidates;

we may not be able to obtain

the necessary financing, on favorable terms or at all, to finance any or all of our potential acquisitions;

we may ultimately fail

to consummate an acquisition even if we announce that we plan to acquire a technology, product or business.

may be unable to successfully integrate acquisitions, which may adversely impact our operations.

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an acquisition include, among other things:

in integrating the target company’s technologies, products or businesses with ours;

incompatibility

of marketing and administration methods;

employee morale and retaining key employees;

the cultures of our companies;

important strategic customer relationships;

consolidating

corporate and administrative infrastructures and eliminating duplicative operations;

and integrating geographically separate organizations.

issues in integrating the

target company’s technologies, products or businesses with ours;

incompatibility of marketing

and administration methods;

maintaining employee morale

and retaining key employees;

integrating the cultures

of our companies;

preserving important strategic

customer relationships;

consolidating corporate

and administrative infrastructures and eliminating duplicative operations;

coordinating and integrating

geographically separate organizations.

addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition,

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may cause us to:

common stock that would dilute our current stockholders’ ownership percentage;

a substantial portion of our cash resources;

our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;

liabilities for which we do not have indemnification from the former owners;

further, indemnification obligations may be subject

to dispute or concerns regarding the creditworthiness of the former owners;

goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges;

volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;

amortization expenses related to certain intangible assets;

existing or potential contracts as a result of conflict of interest issues;

subject to adverse tax consequences or deferred compensation charges;

large and immediate write-offs;

subject to litigation.

issue common stock that

would dilute our current stockholders’ ownership percentage;

use a substantial portion

of our cash resources;

increase our interest expense,

leverage and debt service requirements if we incur additional debt to pay for an acquisition;

assume liabilities for

which we do not have indemnification from the former owners;

further, indemnification obligations may be subject to dispute or concerns

regarding the creditworthiness of the former owners;

record goodwill and non-amortizable

intangible assets that are subject to impairment testing and potential impairment charges;

experience volatility in

earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;

incur amortization expenses

related to certain intangible assets;

lose existing or potential

contracts as a result of conflict of interest issues;

become subject to adverse

tax consequences or deferred compensation charges;

incur large and immediate

become subject to litigation.

resources may not be sufficient to manage our expected growth;

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devote time to our affairs which may have a negative impact on our operations.

conflict of interest may arise if we seek to acquire an entity that is also a target for an initial business combination with Alset Capital.

Capital is also seeking to acquire a company engaged in the real estate business, and is not formally constrained in any way from pursuing

acquisitions or business combinations that could be suitable transactions for the Company.

We do not believe it is likely that Alset

Capital will compete against the Company for suitable acquisition targets based upon Alset Capital’s current business model.

Nevertheless,

it is possible that a potential transaction could arise that would be suitable for both the Company and Alset Capital, giving rise to

a conflict of interest.

If such a circumstance were to occur, we anticipate that the board of directors would recuse any conflicted members

of our management from taking any role in the consideration of such a transaction and, to the extent necessary, retain appropriately

qualified, non-conflicted personnel to advise us.

international operations are subject to increased risks which could harm our business, operating results and financial condition.

addition to uncertainty about our ability to expand our international market position, there are risks inherent in doing business internationally,

barriers, tariffs and changes in trade regulations;

in developing, staffing and simultaneously managing a large number of varying foreign operations as a result of distance, language

and cultural differences;

need to comply with varied local laws and regulations;

payment cycles;

credit risk and higher levels of payment fraud;

repatriation restrictions and foreign currency exchange restrictions;

or social unrest, economic instability or human rights issues;

events, including acts of war and terrorism;

or export regulations;

laws (such as the Foreign Corrupt Practices Act), and local laws prohibiting corrupt payments to government officials;

and business practices that favor local competitors or prohibit foreign ownership of certain businesses;

and more stringent data protection, privacy and other laws.

trade barriers, tariffs

and changes in trade regulations;

difficulties in developing,

staffing and simultaneously managing a large number of varying foreign operations as a result of distance, language and cultural

the need to comply with

varied local laws and regulations;

longer payment cycles;

possible credit risk and

higher levels of payment fraud;

profit repatriation restrictions

and foreign currency exchange restrictions;

political or social unrest,

economic instability or human rights issues;

geopolitical events, including

acts of war and terrorism;

import or export regulations;

compliance with U.S.

(such as the Foreign Corrupt Practices Act), and local laws prohibiting corrupt payments to government officials;

laws and business practices

that favor local competitors or prohibit foreign ownership of certain businesses;

different and more stringent

data protection, privacy and other laws.

failure to manage any of these risks successfully could harm our international operations and our overall business, and results of our

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of regulatory requirements under the Investment Company Act that impose, among other things:

on capital structure;

on specified investments;

on transactions with affiliates;

with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating

limitations on capital

restrictions on specified

prohibitions on transactions

with affiliates;

compliance with reporting,

record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:

to Section 3(a)(1)(A), is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,

reinvesting or trading in securities (the “primarily engaged test”);

to Section 3(a)(1)(C), is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in

securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such

issuer’s total assets (exclusive of United States government securities and cash items) on an unconsolidated basis (the “40%

asset test”).

“Investment securities” exclude United States government securities and securities of majority-owned

subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment

company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).

pursuant to Section 3(a)(1)(A),

is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or

trading in securities (the “primarily engaged test”);

pursuant to Section 3(a)(1)(C),

is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or

proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets

(exclusive of United States government securities and cash items) on an unconsolidated basis (the “40% asset test”).

“Investment securities” exclude United States government securities and securities of majority-owned subsidiaries that

are not themselves investment companies and are not relying on the exception from the definition of investment company under Section

3(c)(1) or Section 3(c)(7) (relating to private investment companies).

we nor any of our majority-owned and/or controlled subsidiaries should be required to register as an investment company under either

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a court required enforcement and a court could appoint a receiver to take control of our company and liquidate our business.

we are deemed to be an investment company under the Investment Company Act, including due to our sponsorship of the Alset Capital SPAC,

our stockholders’ investment return may be reduced.

are not registered as an investment company under the Investment Company Act of 1940, based on exceptions we believe are available to

Our investment in the Alset Capital SPAC discussed above could give rise to a determination that we are an investment company subject

to registration under the Investment Company Act.

We intend to conduct our operations so that we will not be deemed to be an investment

The SPAC initial public offering registration statement and related prospectus includes an exception permitting us to transfer

our ownership in the founder shares at any time to the extent that we determine, in good faith, that such transfer is necessary to ensure

that we comply with the Investment Company Act.

we are deemed to be an investment company under the Investment Company Act, including due to our sponsorship of the Alset Capital Acquisition

Corp., our stockholders’ investment return may be reduced.

are not registered as an investment company under the Investment Company Act of 1940, based on exceptions we believe are available

Our investment in the Alset Capital Acquisition Corp.

discussed above could give rise to a determination that we are an

investment company subject to registration under the Investment Company Act.

We intend to conduct our operations so that we will not

be deemed to be an investment company.

The Alset Capital Acquisition Corp.

initial public offering registration statement and related prospectus includes an

exception permitting us to transfer our ownership in the founder shares at any time to the extent that we determine, in good faith,

that such transfer is necessary to ensure that we comply with the Investment Company Act.

we do not adequately protect our intellectual property rights, we may experience a loss of revenue and our operations may be materially

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and decrease our revenue.

spend a significant amount of resources to enforce our patent assets.

spend a significant number of resources to enforce our patent assets.

If new legislation, regulations or rules are implemented either

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events could harm our business.

scrutiny of Internet privacy and security issues may result in increased regulation and different industry standards, which could

deter or prevent us from providing our current products and solutions to our members and customers, thereby harming our business.

scrutiny of Internet privacy and security issues may result in increased regulation and different industry standards, which could deter

or prevent us from providing our current products and solutions to our members and customers, thereby harming our business.

regulatory framework for privacy and security issues worldwide is evolving and is likely to remain in flux for the foreseeable future.

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In particular, as an emerging growth company, we:

not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over

financial reporting pursuant to the Sarbanes-Oxley Act;

not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing

how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements

(commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis

of Financial Condition and Results of Operations, or MD&A;

eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the

are not required to obtain

an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting

pursuant to the Sarbanes-Oxley Act;

are not required to provide

a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements

fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

are not required to obtain

a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to

as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

are exempt from certain

executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

may present only two years

of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition

and Results of Operations, or MD&A;

are eligible to claim longer

phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the

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company compliance programs.

a public company, we will now incur significant legal, insurance, accounting and other expenses that we did not incur as a private company.

a public company, we incur significant legal, insurance, accounting and other expenses that we did not incur as a private company.

The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq Capital Market listing requirements and

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Our management and administrative

staff will need to devote a substantial amount of time to comply with these requirements.

staff need to devote a substantial amount of time to comply with these requirements.

For example, in connection with becoming a

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for that purpose.

We will be required to comply with certain of these rules, which will require management to certify financial and other

We are now required to comply with certain of these rules, which require management to certify financial and other

information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control

over financial reporting commencing with our second annual report.

This assessment will need to include the disclosure of any material

This assessment needs to include the disclosure of any material

weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting

To achieve compliance with Section 404 within the prescribed period, we will be engaged in a costly and challenging process to

To achieve compliance with Section 404 within the prescribed period, we are engaged in a costly and challenging process to

document and evaluate our internal control over financial reporting.

In this regard, we will need to continue to dedicate internal resources,

In this regard, we need to continue to dedicate internal resources,

potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of our internal control over

financial reporting.

We will also need to continue to improve our control processes as appropriate, validate through testing that our

We also need to continue to improve our control processes as appropriate, validate through testing that our

controls are functioning as documented and implement a continuous reporting and improvement process for our internal control over financial

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and it could result in material errors in our financial statements.

have identified material weaknesses in our internal control over financial reporting, which resulted in the need to restate our consolidated

financial statements for the fiscal year ended December 31, 2018.

have identified material weaknesses in our internal control over financial reporting.

If we do not remediate the material weaknesses in our internal control

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in the market price of our common stock include the following:

variations in our results of operations;

of operations that vary from the expectations of securities analysts and investors;

of operations that vary from those of our competitors;

in expectations as to our future financial performance, including financial estimates by securities analysts;

of research reports about us or the industries in which we participate;

announcements

by us or our competitors of significant contracts, acquisitions or capital commitments;

announcements

by third parties of significant legal claims or proceedings against us;

affecting the availability of financing for smaller publicly traded companies like us;

developments in the real estate, digital transformation technology or biohealth businesses;

future sales of our common stock, and additions or departures of key personnel;

realization of any of the other risk factors presented in this Report;

economic, market and currency factors and conditions unrelated to our performance.

quarterly variations in

our results of operations;

results of operations that

vary from the expectations of securities analysts and investors;

results of operations that

vary from those of our competitors;

changes in expectations

as to our future financial performance, including financial estimates by securities analysts;

publication of research

reports about us or the industries in which we participate;

announcements by us or

our competitors of significant contracts, acquisitions or capital commitments;

announcements by third

parties of significant legal claims or proceedings against us;

changes affecting the availability

of financing for smaller publicly traded companies like us;

regulatory developments

in the real estate, digital transformation technology or biohealth businesses;

significant future sales

of our common stock, and additions or departures of key personnel;

the realization of any

of the other risk factors presented in this Report;

general economic, market

and currency factors and conditions unrelated to our performance.

addition, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate

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of March 31, 2023, we have 250,000,000 shares of common stock authorized, and 9,235,119 shares of common stock outstanding.

these shares, 85,351,932 shares are freely tradable.

Of these shares, 6,077,357 shares are freely tradable.

securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they

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price of our common stock.

corporate documents and the Delaware General Corporation Law contain provisions that may enable our board of directors to resist a change

corporate documents and the Texas Business Organizations Code contain provisions that may enable our board of directors to resist a change

in control of our company even if a change in control were to be considered favorable by you and other stockholders.

These provisions

the issuance of “blank check” preferred stock that could be issued by our board of directors to help defend against a

takeover attempt;

that advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings

will be as provided in the bylaws;

that stockholders are only entitled to call a special meeting upon written request by 33.3% of the outstanding common stock.

addition, Delaware law prohibits large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging

or consolidating with us except under certain circumstances.

These provisions and other provisions under Delaware law could discourage,

delay or prevent a transaction involving a change in control of our company.

These provisions could also discourage proxy contests and

make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions

authorize the issuance

of “blank check” preferred stock that could be issued by our board of directors to help defend against a takeover attempt;

establish that advance

notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings will be

as provided in the bylaws;

provide that stockholders

are only entitled to call a special meeting upon written request by 50% of the outstanding common stock.

addition, Section 21.606 of the Texas Business Organizations Code prohibits large stockholders, in particular those owning 20% or more

of our outstanding voting stock, from merging or consolidating with us within a three-year period immediately following the shareholder’s

acquisition of shares except under certain circumstances.

These provisions and other provisions under Texas law could discourage, delay

or prevent a transaction involving a change in control of our company.

These provisions could also discourage proxy contests and make

it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you

Concentration

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of March 31, 2023, our principal stockholder Chan Heng Fai owns approximately 51.1% of our outstanding shares of common stock.

He will be able to make decisions such as (i) making amendments to our certificate of incorporation and bylaws, (ii) whether to issue

additional shares of common stock and preferred stock, including to himself, (iii) employment decisions, including compensation arrangements,

(iv) whether to enter into material transactions with related parties, (v) election and removal of directors and (vi) any merger or other

be able to make decisions such as (i) making amendments to our certificate of incorporation and bylaws, (ii) whether to issue additional

shares of common stock and preferred stock, including to himself, (iii) employment decisions, including compensation arrangements, (iv)

whether to enter into material transactions with related parties, (v) election and removal of directors and (vi) any merger or other

significant corporate transactions.

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or plans to issue any such shares in the future.

certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially

all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum

for disputes with us or our directors, officers or employees.

certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery

of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii)

any action asserting a claim of breach of a fiduciary duty owed by our directors, officers or other employees to us or to our stockholders,

(iii) any action asserting a claim against us or any director, officer or other employee arising pursuant to any provision of the Delaware

General Corporation Law, our certificate of incorporation or bylaws or (iv) any action asserting a claim that is governed by the internal

affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the

indispensable parties named as defendants;

provided that these provisions of our certificate of incorporation will not apply to suits

brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

Our certificate of incorporation further provides that the federal district courts of the United States of America will be the exclusive

forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless we consent in writing to the selection

of an alternative forum.

exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes

with us or our directors, officers or other employees and may discourage these types of lawsuits.

Further, the enforceability of similar

choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is

possible that a court could find these types of provisions to be inapplicable or unenforceable.

Unresolved Staff Comments.

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