What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-04-11 compared with 2024-04-16 · 231 added, 165 removed, 456 unchanged (46% of the section changed)

27 unchanged sentences

additional capital or financing to continue to execute and expand our business.

Our net proceeds from public offerings in

2020 and 2023 helped to fund our operations for recent years.

We will require additional funding in the

near term to fund our operations and provide working capital.

However, there is no guarantee that we can raise capital at terms that are

acceptable to the Company if we need to fund investment in our business or if it takes longer than expected to achieve positive cashflow.

We may be required to pursue sources of additional capital through various means, including sale and leasing arrangements, and debt financing.

If the amount of capital we can raise from financing activities, together with our revenues from operations, is not sufficient to satisfy

our capital needs, we may have to reduce our operations accordingly.

acceptable to the Company.

We may be required to pursue sources of additional capital through various means, including private and public

offerings of our securities, sale and leasing arrangements, and debt financing.

If the amount of capital we can raise from financing activities,

together with our revenues from operations, is not sufficient to satisfy our capital needs, we may have to reduce our operations accordingly.

If we do not have sufficient funds to continue operations, we could be required to seek dissolution

and liquidation, bankruptcy protection or other alternatives that would likely result in our shareholders losing some or all of their

investment in us.

Even if we obtain equity or debt financing, it may be on terms not favorable to us, it may be costly and it may

require us to agree to covenants or other provisions that may adversely affect our business.

Additional funding, if obtained, may also

result in significant dilution to our shareholders.

revenues are concentrated in a small number of customers and our revenue may decrease significantly if we were to lose one of these customers .

We have a few large customers including the U.S.

Army and the Department of Veterans Affairs that generated 38% and 16%, respectively,

Army and the Department of Homeland Security that generated 15% and 7%, respectively,

of revenues in 2024.

2 unchanged sentences

In addition, we were awarded several federal contracts

in 2022, that may not be repeated in the future.

in 2022, that may not be renewed in the future.

The contract with the State of California can be used by a diverse group of state and

5 unchanged sentences

The State of California contract will expire on June 23, 2025.

Our revenue growth depends

on consumers’ willingness to adopt electric vehicles.

Our growth is highly dependent upon the adoption of electric

vehicles (“EV”).

If the market for EVs does not gain broad market acceptance or develops more slowly than we expect, our business,

prospects, financial condition and operating results may be harmed.

The market for alternative fuel vehicles is relatively new, rapidly

evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and

industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing

consumer demands and behaviors.

Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include:

Our revenue growth,

in part, depends on consumers’ willingness to adopt electric vehicles.

Our growth is highly dependent upon the adoption

of electric vehicles (“EV”).

If the market for EVs does not gain broad market acceptance or develops more slowly than we expect,

our business, prospects, financial condition and operating results may be harmed.

The market for alternative fuel vehicles is relatively

new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government

regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers,

and changing consumer demands and behaviors.

Factors that may influence the purchase and use of alternative fuel vehicles, and specifically

EVs, include:

perceptions about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs;

3 unchanged sentences

volatility in the cost of oil and gasoline;

consumers’ perceptions of the dependency of the U.S.

on oil from unstable or hostile countries and the impact of international conflicts;

consumers’ perceptions of the dependency on oil from unstable or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

4 unchanged sentences

results, financial condition and prospects.

We may acquire other businesses, which could

require significant management attention, disrupt our business, dilute stockholder value and harm our business, revenue and financial

As part of our business strategy, we intend to make acquisitions to add complementary companies, products or technologies,

such as our recent acquisitions of All Cell and Amiga.

Our acquisitions may not achieve our goals, and we may not realize benefits from

acquisitions.

Any integration process will require significant time and resources, and we may not be able to manage the process successfully.

If we fail to successfully integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business,

revenue and financial results of the combined company could be harmed.

We may not successfully evaluate or utilize the acquired assets

and accurately forecast the financial impact of an acquisition, including accounting charges.

We may also incur unanticipated liabilities

that we assume as a result of acquiring companies.

We may have to pay cash, incur debt or issue equity securities to pay for any such

acquisition, each of which could affect our financial condition or the value of our securities.

We would expect to finance any future

acquisitions through a one or a combination of equity, debt or cash from operations.

The sale of equity to finance any such acquisitions

could result in dilution to our stockholders.

The incurrence of indebtedness would result in increased fixed obligations and could also

include covenants or other restrictions that would impede our ability to manage our operations.

In the future, we may not be able to find

other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all.

Our acquisition

strategy could require significant management attention, disrupt our business and harm our business, revenue and financial results.

We may acquire other

businesses, which could require significant management attention, disrupt our business, dilute stockholder value and harm our business,

revenue and financial results.

As part of our business strategy, we intend to make acquisitions to add complementary companies,

products or technologies, such as our acquisitions of All Cell, Amiga and Telcom.

Our acquisitions may not achieve our goals, and we may

not realize benefits from any acquisition.

Any integration process will require significant time and resources, and we may not be able

to manage the process successfully.

If we fail to successfully integrate acquisitions, or the personnel or technologies associated with

those acquisitions, the business, revenue and financial results of the combined company could be harmed.

We may not successfully evaluate

or utilize the acquired assets and accurately forecast the financial impact of an acquisition, including accounting charges.

incur unanticipated liabilities that we assume as a result of acquiring companies.

We may have to pay cash, incur debt or issue equity

securities to pay for any such acquisition, each of which could affect our financial condition or the value of our securities.

expect to finance any future acquisitions through one or a combination of equity, debt or cash from operations.

The sale of equity to

finance any such acquisitions could result in dilution to our stockholders.

The incurrence of indebtedness would result in increased fixed

obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

In the future,

we may not be able to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms,

Our acquisition strategy could require significant management attention, disrupt our business and harm our business, revenue

and financial results.

We may fail to realize

all of the anticipated benefits of the acquisition of Amiga or those benefits may take longer to realize than expected and our business,

financial condition and results of operation could be materially and adversely affected.

We may also encounter significant difficulties

in integrating Amiga with Beam and its operations.

all of the anticipated benefits of our acquisitions of All Cell, Amiga and Telcom or those benefits may take longer to realize than expected

and our business, financial condition and results of operation could be materially and adversely affected.

We may also encounter significant

difficulties in integrating Amiga with Beam and its operations.

Our ability to realize the

anticipated benefits of the acquisition of Amiga will depend, in part, on our ability to integrate Amiga, which may be a complex, costly,

and time-consuming process.

We will be required to devote significant management attention and resources to integrate the business practices

and operations of the acquired business.

The integration process may disrupt our business and, if implemented ineffectively, could restrict

the realization of the full expected benefits.

In addition, the integration of the acquired business may result in material unanticipated

issues, expenses, liabilities, competitive responses, and diversion of management’s attention.

The failure to meet the challenges

involved in the integration process and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss

of momentum in, our operations and could materially and adversely affect our business, financial condition and results of operations.

anticipated benefits of our acquisitions of All Cell, Amiga and Telcom will depend, in part, on our ability to integrate them, which may

be a complex, costly, and time-consuming process.

We will be required to devote significant management attention and resources to integrate

the business practices and operations of the acquired business.

The integration process may disrupt our business and, if implemented ineffectively,

could restrict the realization of the fully expected benefits.

In addition, the integration of the acquired business may result in material

unanticipated issues, expenses, liabilities, competitive responses, and diversion of management’s attention.

The failure to meet

the challenges involved in the integration process and to realize the anticipated benefits of the acquisition could cause an interruption

of, or a loss of momentum in, our operations and could materially and adversely affect our business, financial condition and results of

Many of these factors will

11 unchanged sentences

of our common stock.

Amiga is a private Serbian

company that has not been subject to an audit by an accounting firm under U.S.

GAAP standards and has not previously been subject to the

Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC or other corporate governance requirements.

Amiga is a private

Serbian company.

Prior to our acquisition of Amiga, Amiga had not had its financial statements reviewed or audited by an accounting firm

GAAP standards and has not been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate

governance requirements to which public reporting companies may be subject.

As a result, we are required to implement the appropriate

internal control processes and procedures over Amiga’s financial accounting and reporting.

We may incur significant legal, accounting,

and other expenses in efforts to ensure that Amiga meets these requirements.

Implementing the controls and procedures at Amiga that are

required to comply with the various applicable laws and regulations may place a significant burden on our management and internal resources.

The diversion of management’s attention and any difficulties encountered in such an implementation could adversely affect our business,

financial condition and operating results.

Amiga and Telcom are

private Serbian companies that have not been subject to an audit by an accounting firm under U.S.

GAAP standards and has not previously

been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC or other corporate governance requirements.

and Telcom are private Serbian companies.

Prior to our acquisition of Amiga and Telcom, they had not had financial statements reviewed

or audited by an accounting firm under U.S.

GAAP standards and has not been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations

of the SEC, or other corporate governance requirements to which public reporting companies may be subject.

As a result, we are required

to implement the appropriate internal control processes and procedures over their financial accounting and reporting.

We may incur significant

legal, accounting, and other expenses in efforts to ensure that they meet these requirements.

Implementing the controls and procedures

that are required to comply with the various applicable laws and regulations may place a significant burden on our management and internal

The diversion of management’s attention and any difficulties encountered in such an implementation could adversely affect

our business, financial condition and operating results.

Our inability to successfully

integrate Amiga’s operations could adversely affect our operations;

integrate Amiga and Telcom’s operations could adversely affect our operations;

potential need for additional financing.

Our acquisition

of Amiga requires our and Amiga’s significant attention and resources, which could reduce the likelihood of achievement of other

corporate goals.

Both we and Amiga have experienced significant operating losses.

As a result, we may need additional financing to help

fund our business and satisfy our obligations, which will require additional management time to address.

There is no assurance that we

will realize the benefits of the acquisition of Amiga that we hope will be achieved.

As a result of the acquisition

of Amiga, Beam expects to generate an increasing portion of its revenue internationally in the future and may become subject to various

additional risks relating to its international activities, which could adversely affect its business, operating results and financial

acquisitions require significant attention and resources, which could reduce the likelihood of achievement of other corporate goals.

have experienced significant operating losses.

As a result, we may need additional financing to help fund our business and satisfy our

obligations, which will require additional management time to address.

There is no assurance that we will realize the benefits of the

acquisitions that we hope will be achieved.

As a result of the acquisitions

of Amiga and Telcom, Beam expects to generate an increasing portion of its revenue internationally in the future and may become subject

to various additional risks relating to its international activities, which could adversely affect its business, operating results and

financial condition.

Beam has limited experience

16 unchanged sentences

currency exchange rate and other related risks.

With the acquisition of Amiga, we are subject to foreign currency exchange rate

With the acquisitions in Serbia, we are subject to foreign currency exchange rate

risk to the extent that our costs are denominated in currencies other than those in which we earn revenues.

28 unchanged sentences

lower than, our projected costs.

If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market

If we fail to compete successfully, our business will suffer and we may lose or be unable to gain market

share and our business and results of operations would be adversely affected.

1 unchanged sentence

of our revenue is derived from our core product category.

We are dependent on revenues from our EV ARC™ product to be successful

We are dependent on revenues from our EV ARC™ products to be successful

in the future.

While we now have energy storage products following our acquisition of All Cell Technologies, Inc.

in 2022, and we offer

our Solar Tree product and we intend to bring our EV-Standard™ product to market, no assurance can be given that our EV ARC™

sales will continue to have market acceptance or that they will continue to grow in the future.

The loss or reduction of sales of this

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

We also have energy storage products following our acquisition of All Cell Technologies, Inc.

in 2022, steel structures

with electronic integration from our acquisition of Amiga d.o.o Belgrade in 2023, specialized power electronics from our acquisition of

Telcom in 2024, we offer our Solar Tree® product and we intend to bring our BeamSpot™ product to market, no assurance can be

given that our sales will continue to have market acceptance or that they will continue to grow in the future.

The loss or reduction of

sales of this product category could have a material adverse effect on our business, results of operations, financial condition, and liquidity.

The renewably energized

29 unchanged sentences

such increase in costs on to our customers, they could cause a significant reduction in demand for our products.

We face risks related to the uncertainty

regarding the future of international trade agreements and the United States’ position on international trade.

government and persons

involved in the Trump administration have made statements and taken certain actions that may lead to potential changes to U.S.

and international

trade policies.

In February 2025, the U.S.

government imposed tariffs on imports from China.

If maintained and if extended to other countries,

tariffs and the potential escalation of trade disputes with China and other countries could pose a risk to our business and could result

in higher operating expenses.

The extent and duration of any tariffs and the resulting impact on general economic conditions and on our

business are uncertain and depend on various factors, such as negotiations between the United States and China and/or other countries,

the response of such countries, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply of

materials we purchase from companies in China or other countries targeted with tariffs.

Trade tensions and conflicts

between the U.S.

and China have been escalating in recent years and, as such, we are exposed to the possibility of product supply disruption

and increased costs and expenses in the event of changes to the laws, rules, regulations and policies of the governments of the U.S.

China, or due to geopolitical unrest and unstable economic conditions.

Any unfavorable government

policies on international trade, such as export controls, capital controls or tariffs, may increase the cost of manufacturing our products,

affect the demand for our products (if and once approved), the competitive position of our product candidates, and import of raw materials

that we import from China.

If any new tariffs, export controls, legislation and/or regulations are implemented, or if existing trade agreements

are renegotiated or if either the U.S.

or Chinese government takes retaliatory trade actions due to the recent trade tension, such changes

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

Existing regulations

83 unchanged sentences

or if such property infringes on the rights of others, our business could be materially adversely affected.

The success of

our business depends on the continuing contributions of Desmond Wheatley and other key personnel who may terminate their employment with

The success of our

business depends on the continuing contributions of Desmond Wheatley and other key personnel who may terminate their employment with

us at any time, and we will need to hire additional qualified personnel.

1 unchanged sentence

our chairman and chief executive officer, as well as other management personnel.

The Compensation Committee has structured a long-term

compensation plan to retain key employees, however, loss of the services of any such individuals would adversely impact our operations.

In addition, we believe our technical personnel represent a significant asset and provide us with a competitive advantage over many of

our competitors.

Our future success will depend upon our ability to retain these key employees and our ability to attract and retain other

skilled financial, engineering, technical and managerial personnel.

The loss of the services of Mr.

Wheatley or any such

individual would adversely impact our operations.

In addition, we believe our technical personnel represent a significant asset and provide

us with a competitive advantage over many of our competitors.

Our future success will depend upon our ability to retain these key employees

and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel.

If we are unable to

8 unchanged sentences

Although we maintain modest

theft, casualty, liability, cyber and property insurance coverage, along with worker’s compensation and related insurance, we cannot

assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business.

In particular, we may incur

liability if one or more of our other products are deemed to have caused a personal injury.

Should uninsured losses occur, they would

have a material adverse effect on our operating results, financial condition, and business performance.

theft, casualty, liability and property insurance coverage, along with worker’s compensation and related insurance, we cannot assure

that we will not incur uninsured liabilities and losses as a result of the conduct of our business.

In particular, we may incur liability

if one or more of our other products are deemed to have caused a personal injury.

Should uninsured losses occur, they would have a material

adverse effect on our operating results, financial condition, and business performance.

Cyber-attacks or

other breaches of information technology security could adversely impact our business and operations.

other breaches of information technology security could adversely impact on our business and operations.

Cyber-attacks or other breaches

12 unchanged sentences

costs to protect against damage caused by these disruptions or security breaches in the future.

While we maintain specific cyber insurance

coverage, which may apply in the event of various breach scenarios, the amount of coverage may not be adequate in any case.

because cyber threat scenarios are inherently difficult to predict and can take many forms, some breaches may not be covered under our

cyber insurance coverage.

We may face litigation

8 unchanged sentences

incur substantial cost overruns in the development, manufacture, and distribution of products.

The cost of production materials increased

during the COVID-19 pandemic and they continue to be higher than pre-pandemic days.

Unanticipated costs may force us to obtain additional

capital or financing from other sources and would hinder our ability to earn a profit.

If we incur cost overruns, there is no assurance

that we could obtain the financing or capital to cover them.

Unanticipated costs may force us to obtain

additional capital or financing from other sources and would hinder our ability to earn a profit.

If we incur cost overruns, there is

no assurance that we could obtain the financing or capital to cover them.

The equipment comprising

9 unchanged sentences

There is no assurance that our equipment will remain

competitive in the market in the future, causing possible customer complaints and claims, and the loss of sales in the future.

competitive in the market in the future, causing possible customer complaints and claims, and a loss of sales in the future.

Our Company depends

9 unchanged sentences

For these components, we maintain adequate supply to mitigate any supply

may be adversely affected by inflationary or market fluctuations, including impact of tariffs, in the cost of component products that

are used in our products or our cost of labor.

The prices we pay for the principal items we use for the production of our

products its materials are dependent primarily on current market prices.

Our products may be impacted by commodity pricing factors, including

the impact of tariffs, which in many cases are unpredictable and outside of our control.

Any increased costs for materials and components

used in our products could adversely affect our operating performance.

Our cost of labor may be influenced by factors in certain market

Our hourly employees could be affected by wage rate increases in the federal or state minimum wage rates, wage inflation or local

job market adjustments which could adversely impact our operating performance.

We have experienced

15 unchanged sentences

requirements for metering and other rules and regulations.

In particular, our new EV Standard™ product, designed to provide curbside

In particular, our new BeamSpot™ product, designed to provide curbside

EV charging through existing or newly installed street lampposts owned by municipalities and utilities, will require close cooperation

6 unchanged sentences

in significant additional expenses or delays in the installation of our grid-connected products and, as a result, could cause a significant

reduction in demand, especially for our EV Standard™ product.

reduction in demand, especially for our BeamSpot™ product.

Our media branding and

51 unchanged sentences

on acceptable terms or at all, or that we will be able to obtain attractive agreements with substitute venues.

Our cash and cash equivalents

could be adversely affected if the financial institutions at which we hold our cash and cash equivalents fail.

We maintain substantially

all of our cash and cash equivalents in accounts with U.S.

banks and financial institutions, including Bank of America and Silicon Valley

Bank as a division of First Citizens Bank ("SVB"), and our deposits at these institutions exceed insured limits.

Market conditions

can impact the viability of these institutions.

For example, on March 10, 2023, SVB was closed by the California Department of Financial

Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver.

The FDIC created

a successor bridge bank, Silicon Valley Bridge Bank, N.A.

(“SVBB”), and all deposits of SVB were transferred to SVBB under

a systemic risk exception approved by the Federal Reserve, the U.S.

Our cash and cash equivalents could be adversely

affected if the financial institutions at which we hold our cash and cash equivalents fail.

We maintain substantially all of our

cash and cash equivalents in accounts with U.S.

banks and financial institutions, including Bank of America and Silicon Valley Bank as

a division of First Citizens Bank ("SVB"), and our deposits at these institutions exceed insured limits.

Market conditions can

impact the viability of these institutions.

For example, on March 10, 2023, SVB was closed by the California Department of Financial Protection

and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver.

The FDIC created a successor

bridge bank, Silicon Valley Bridge Bank, N.A.

(“SVBB”), and all deposits of SVB were transferred to SVBB under a systemic

risk exception approved by the Federal Reserve, the U.S.

Treasury Department, and the FDIC.

While the Federal Reserve, the

Treasury Department, and the FDIC announced in a joint statement on March 12, 2023 that all SVB deposits, including both insured

and uninsured amounts, would be available in full to account holders, a similar failure of any of the financial institutions where we

maintain our cash and cash equivalents could impact our ability to access uninsured funds in a timely manner or at all.

There is no guarantee

that the Federal Reserve Board, the U.S.

Treasury Department and the FDIC will provide access to uninsured funds in the future in the

event of the closure of any other banks or financial institutions in a timely fashion or at all.

Any inability to access or delay in accessing

these funds could adversely affect our business, financial position, and liquidity.

While the Federal Reserve, the U.S.

Department, and the FDIC announced in a joint statement on March 12, 2023 that all SVB deposits, including both insured and uninsured

amounts, would be available in full to account holders, a similar failure of any of the financial institutions where we maintain our cash

and cash equivalents could impact our ability to access uninsured funds in a timely manner or at all.

There is no guarantee that the Federal

Reserve Board, the U.S.

Treasury Department and the FDIC will provide access to uninsured funds in the future in the event of the closure

of any other banks or financial institutions in a timely fashion or at all.

Any inability to access or delay in accessing these funds

could adversely affect our business, financial position, and liquidity.

If we do not effectively diversify

10 unchanged sentences

operations and liquidity.

Privacy concerns and

laws, or other domestic or foreign regulations, may adversely affect our business.

We are currently subject, and/or may in the

future be subject, to numerous privacy and data security laws.

For example, some U.S.

states, members of the European Economic Area and

other jurisdictions in which we operate have adopted some form of privacy and data security laws and regulations which impose significant

compliance obligations.

Management’s attention may be diverted, and our compliance costs and potential liability may increase as

a result of additional national and international regulatory requirements related to data privacy and data security.

Failure to comply with

anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),

and similar laws associated with activities outside of the United States, could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the U.S.

domestic bribery statute contained in 18 U.S.C.

§ 201, the U.S.

Travel Act, the USA

PATRIOT Act, the Anti-Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities.

It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees

and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits

to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing

business to any person or securing any advantage.

Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering

laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or

civil sanctions, which could have a materially adverse effect on our reputation, business, operating results, and prospects.

ensuring compliance may be costly and time-consuming, and responding to any enforcement action may result in a significant diversion of

management’s attention and resources, significant defense costs, and other professional fees.

Risks Relating to our Organization and our Common Stock

Our failure to meet

the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market

the continued listing requirements of Nasdaq could result in the delisting of our common stock, which could negatively impact the market

price and liquidity of our common shares and our ability to access the capital markets.

4 unchanged sentences

Such a delisting would have a negative effect

on the price of our common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any delisting

on the price of our common stock, impair the ability to sell or purchase our common stock when people wish to do so, and any delisting

materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable

32 unchanged sentences

decline significantly.

We have not previously had

effective manufacturing or purchasing systems in place to track inventory and purchasing transactions or a perpetual inventory system.

The Company previously performed manual processes during the year to track and control our inventory and purchases.

While these processes

provide good results in determining inventory and cost of sales transactions, as we grow, it has become a very time-consuming process

and could impact our ability to submit timely reporting.

We implemented a new accounting system in Q4 2023 which will automate these functions

which we believe will alleviate the material weakness in the future.

However, we can give no assurance that such measures will remediate the

material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future.

We implemented a new accounting

and perpetual inventory system in Q4 2023 which automated manufacturing, purchasing and inventory tracking functions which we believe

will alleviate the material weakness in the future.

Prior to Q4 2023, the Company performed manual processes during the year to track

and control inventory and purchases.

However, we can give no assurance that such measures will remediate the material weakness identified

or that any additional material weaknesses or restatements of financial results will not arise in the future.

Our stock price may

14 unchanged sentences

In addition, the securities

markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of

particular companies.

markets have, from time to time, experienced significant price and volume fluctuations that are unrelated to the operating performance

of particular companies.

These market fluctuations may also materially and adversely affect the market price of our common stock.

8 unchanged sentences

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