What changed in this filing

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Item 1A. Risk Factors

2025-03-05 compared with 2024-04-01 · 71 added, 124 removed, 843 unchanged (19% of the section changed)

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year ended December 31, 2024 with respect to this uncertainty.

Our existing cash of $804,556 at December 31, 2023 will only be sufficient

to fund our current operating plans into February 2024.

The Company secured approximately $3.6 million of additional financing in February

and March 2024, but will need to obtain additional financing to pay off debt and to extend current operations into the second quarter

The Company has based these estimates, however, on assumptions that may prove to be wrong.

We will need additional funding to

complete the development of our full product line and scale products with a demonstrated market fit.

Management has plans to secure such

additional funding.

If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate

our technology development and commercialization efforts.

We have incurred

significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never

achieve or maintain profitability.

Our existing cash was $2.7 million at December 31, 2024.

approximately $10.9 million in additional financing in 2024 and $0.6 million year-to-date through March 5 ,

2025, which enabled us to pay down $2.75 million in connection with the Secured Bridge Notes in 2024 and will only be sufficient to fund

our current operating plans into the second quarter of 2025.

The Company has based these estimates, however, on assumptions that may prove

We will need additional funding to complete the development of our full product line and scale products with a demonstrated

Management has plans to secure such additional funding.

If we are unable to raise capital when needed or on acceptable terms,

we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

We have incurred significant net losses since inception and anticipate

that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability.

Since inception, we have incurred significant

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For the year ended December 31, 2024, our cash used in operations was $5,093,143.

31, 2023, we had cash and equivalents on hand of $804,556.

To date, we have devoted our efforts towards securing financing, building,

31, 2024, we had cash and cash equivalents on hand of $2,706,319.

To date, we have devoted efforts towards securing financing, building,

and evolving our technology platform, marketing our mobile app product for radio stations as well as initiating our marketing efforts

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To become profitable,

we must develop and eventually commercialize the faidr product or the Vodacast platform, with significant market potential.

require us to be successful in a range of challenging activities, and our expenses will increase substantially as we acquire and retain

We may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is significant or

large enough to achieve profitability.

If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly

or annual basis.

Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise

capital, develop new products, expand our business or continue our operations.

A decline in the value of our Company also could cause

stockholders to lose all or part of their investment.

we must develop and eventually commercialize the faidr product, with significant market potential.

This will require us to be successful

in a range of challenging activities, and our expenses will increase substantially as we acquire and retain users.

We may never succeed

in any or all of these activities and, even if we do, we may never generate revenue that is significant or large enough to achieve profitability.

If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our failure to

become and remain profitable would decrease the value of our company and could impair our ability to raise capital, develop new products,

expand our business or continue our operations.

A decline in the value of our Company also could cause stockholders to lose all or part

of their investment.

We will need additional

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Our existing cash of $2,706,319

at December 31, 2023 will only be sufficient to fund our current operating plans into February 2024.

The Company secured additional financing

in February and March 2024, but will need to obtain additional financing to pay off debt and to extend current operations into the second

quarter of 2024.

The Company has based these estimates, however, on assumptions that may prove to be wrong.

We will need additional funding

to complete the development of our full product line and scale products with a demonstrated market fit.

Management has plans to secure

such additional funding.

If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or

eliminate our technology development and commercialization efforts.

at December 31, 2024 We secured approximately $10.9 million in additional financing in 2024 and $0.6 million year-to-date through March

5, 2025, which enabled us to pay down $2.75 million in connection with the Secured Bridge

Notes in 2024 and will only be sufficient to fund our current operating plans into the second quarter of 2025.

The Company has based these

estimates, however, on assumptions that may prove to be wrong.

We will need additional funding to complete the development of our full

product line and scale products with a demonstrated market fit.

Management has plans to secure such additional funding.

If we are unable

to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and

commercialization efforts.

Building and scaling

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We may seek additional

capital through a combination of public and private equity offerings, debt financings, strategic partnerships and alliances and licensing

capital through a combination of public and private equity offerings, debt financing, strategic partnerships and alliances and licensing

arrangements.

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Accordingly, there can be no assurance that we will ever have positive net earnings.

We have identified

material weaknesses in our internal control over financial reporting.

Failure to achieve and maintain effective internal control over

financial reporting could result in our failure to accurately or timely report our financial condition or results of operations, which

could have a material adverse effect on our business and securities prices.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our financial statements will not be prevented or detected on a timely basis.

Management is working to remediate our current material

weaknesses and prevent potential future material weaknesses by hiring additional qualified accounting and financial reporting personnel,

and further reviewing and enhancing our accounting processes.

We may not be able to fully remediate any future material weaknesses until

these steps have been completed and have been operating effectively for a sufficient period of time.

If we are not able to maintain effective

internal control over financial reporting, our financial statements and related disclosures may be inaccurate, which could have a material

adverse effect on our business and our securities prices.

We are required to comply with the SEC’s

rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information

in our quarterly and annual reports and provide an annual management report on the effectiveness of our controls over financial reporting.

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting,

as well as a statement that our independent registered public accounting firm has issued an opinion on the effectiveness of our internal

control over financial reporting, provided that our independent registered public accounting firm will not be required to attest

to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC

following the later of the date we are deemed to be an “accelerated filer” or a “large accelerated filer,” each

as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or the date we are no longer an emerging

growth company, as defined in the JOBS Act.

We could be an emerging growth company for up to five years.

If we fail to maintain

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would adversely affect our business.

Ensuring that we have

adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis

is a costly and time-consuming effort that needs to be re-evaluated frequently.

The rapid growth of our operations and the completed IPO

has created a need for additional resources within the accounting and finance functions due to the increasing need to produce timely financial

information and to ensure the level of segregation of duties customary for a U.S.

public company.

We continue to reassess the sufficiency

of finance personnel in response to these increasing demands and expectations.

Our management is responsible

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within our company will have been detected.

We expect to expend significant

resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act.

be certain that the actions we will be taking to improve our internal controls over financial reporting will be sufficient, or that we

will be able to implement our planned processes and procedures in a timely manner.

In addition, if we are unable to produce accurate financial

statements on a timely basis, investors could lose confidence in the reliability of our financial statements, which could cause the market

price of our common stock to decline and make it more difficult for us to finance our operations and growth.

Risks related to the

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line provider could cause the price of our common stock to decline.

Under our Equity Line Purchase Agreement with

White Lion, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to of $10,000,000

in aggregate gross purchase price of newly issued shares of the Company’s common stock.

From February 15, 2024 through March 19,

2024, the Company has sold 1,340,000 shares to White Lion for total proceeds of $3,606,508.

After White Lion has acquired shares under

the Equity Line Purchase Agreement, it may sell all, some or none of those shares.

Sales to White Lion by us pursuant to the Equity Line

Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock.

We have an equity line facility with White Lion.

During 2024, the Company has sold 4,815,263 shares to White Lion for total proceeds of approximately $8.2 million.

25, 2024, we entered into a new equity line and a related registration rights agreement with White Lion.

Pursuant to the new Common Stock

Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to time until December 31,

2025, up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject to certain limitations and

conditions set forth in the Common Stock Purchase Agreement.

have effective registration statements that registers for resale by White Lion up to 20,000,000 shares of common stock that we may issue

to White Lion under the New Equity Line Purchase Agreement.

As of March 5, no

shares have been issued under this agreement.

After White Lion has acquired shares under the Equity Line Purchase Agreement, it

may sell all, some or none of those shares.

Sales to White Lion by us pursuant to the Equity Line Purchase Agreement may result in substantial

dilution to the interests of other holders of our common stock.

The sale of a substantial number of shares to

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cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

We may not be able

to continue our current listing of our common stock on the Nasdaq Capital Market.

A delisting of our common stock from Nasdaq could limit

the liquidity of our stock, increase its volatility and hinder our ability to raise capital.

We may not be able to continue our current listing of our common

stock on the Nasdaq Capital Market.

A delisting of our common stock from Nasdaq could limit the liquidity of our stock, increase its volatility

and hinder our ability to raise capital.

We may not be able to

satisfy the requirements for the continued listing of our common stock on Nasdaq.

In particular, the Nasdaq listing rules require

listed securities to maintain a minimum bid price of $1.00 per share.

As previously reported in our Current Report on Form 8-K filed on

November 28, 2023, we received a written notice from Nasdaq indicating that the Company was not in compliance with the $1.00 minimum bid

price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing.

As a result, the Nasdaq staff determined to delist

the Company’s Common Stock from Nasdaq, unless the Company timely requests an appeal of the Staff’s determination to a Hearings

Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

The Company’s hearing

with the Panel occurred on January 18, 2024.

On November 21, 2023,

the Company received a written notice from Nasdaq indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which

requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued

listing (the “Stockholders’ Equity Requirement”).

In its quarterly report on Form 10-Q for the period ended September

30, 2023, the Company reported stockholders’ equity of $2,415,012, and, as a result, does not currently satisfy Listing Rule 5550(b)(1).

Nasdaq’s November written notice has no immediate impact on the listing of the Company’s common stock.

The Company’s

hearing with the Panel occurred on January 18, 2024.

The hearing addressed all outstanding listing compliance matters, including compliance

with the Stockholders’ Equity Notice as well as compliance with the Bid Price Requirement.

On January 30, 2024, the Panel granted the Company’s

request for an exception to the Exchange’s listing rules until April 22, 2024, to demonstrate with all applicable continued listing

requirements for the Nasdaq Capital Market.

On March 20, 2024, the Company received a letter from Nasdaq stating

it had regained compliance with the minimum bid requirement.

The Panel reminded the Company that although it regained compliance with

the minimum bid requirement, it is also required to regain compliance with the equity requirement.

Therefore, this matter will remain

open until the Company demonstrates compliance with all continued listing requirements.

During 2022, 2023 and

2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1),

which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued

listing or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on The Nasdaq Stock Market to maintain a minimum of a $1.00

bid price for continued listing.

On May 24, 2024, we received a letter from Nasdaq indicating that we

had regained compliance with the equity requirement in Listing rule 5550(b)(1) (the Equity Rule”.) We will be subject to a Mandatory

Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).

On October 16, 2024, we received a written notice from Nasdaq indicating

that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued

The bid price notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market.

The bid price

notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance.

If at any time during this 180

calendar day period the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days,

the Nasdaq staff will provide us with a written confirmation of compliance and the matter will be closed.

If our common stock is

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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