What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-28 · 608 added, 112 removed, 707 unchanged (50% of the section changed)

Related to Our Business

Related to Our BONK Holdings and Treasury Strategy

BONK token is a highly volatile asset, and fluctuations in the price of the BONK token are likely to affect our financial results and

the market price of our listed securities.

BONK token is a highly volatile asset, and fluctuations in the price of the BONK token are likely to continue to affect our financial

results and the market price of our listed securities.

Our financial results and the market price of our listed securities would be adversely

affected, and our business and financial condition would be negatively impacted, if the price of BONK tokens decreased substantially,

including, but not limited to, as a result of:

user and investor confidence in the BONK token, including due to the various factors described

herein and many of which are outside of our direct control;

and trading activities, such as (i) trading activities of highly active retail and institutional

users and investors, and (ii) actual or expected significant dispositions of BONK tokens

by large holders, including the expected liquidation of digital assets associated with entities

that have filed for bankruptcy protection and the transfer and sale of BONK tokens associated

with significant hacks, seizures, or forfeitures;

publicity, media or social media coverage, or sentiment due to events in or relating to,

or perception of, BONKBONK blockchain, BONK tokens or the broader digital assets industry,

for example, (i) public perception that blockchains can be used as a platform to circumvent

sanctions, including sanctions imposed on Russia or certain regions related to the ongoing

conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as

the purported use of digital assets by Hamas to fund its terrorist attack against Israel

in October 2023, (ii) expected or pending civil, criminal, regulatory enforcement or other

high profile actions against major participants in the BONK ecosystem, if any, and (iii)

additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset

industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates;

in consumer preferences and the perceived value or prospects of the BONK token;

○ competition

from other digital assets that exhibit better speed, security, scalability, or energy efficiency,

that feature other more favored characteristics, that are backed by governments, including

government, or reserves of fiat currencies, or that represent ownership or security

interests in physical assets;

in the price of other digital assets, including stablecoins, or the crash or unavailability

of stablecoins that are used as a medium of exchange for BONK token purchase and sale transactions,

such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the

price of such other digital assets or the unavailability of such stablecoins may cause a

decrease in the price of BONK tokens or adversely affect investor confidence in digital assets

○ developments

relating to the BONK protocol, including (i) changes to the BONK protocol that impact its

security, speed, scalability, usability, or value, such as changes to the cryptographic security

protocol underpinning the BONK blockchain, changes to the maximum number of BONK tokens outstanding,

changes to the mutability of transactions, changes relating to the size of blockchain blocks,

and similar changes, (ii) failures to make upgrades to the BONK protocol to adapt to security,

technological, legal or other challenges, and (iii) changes to the BONK protocol that introduce

software bugs, security risks or other elements that adversely affect BONK tokens;

○ disruptions,

failures, unavailability, or interruptions in service of trading venues for BONK tokens,

such as, for example, the announcement by the digital asset exchange FTX Trading that it

would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy

protection and the SEC enforcement action brought against Binance Holdings Ltd., which initially

sought to freeze all of its assets during the pendency of the enforcement action and has

since resulted in Binance discontinuing all fiat deposits and withdrawals in the U.S.;

filing for bankruptcy protection by, liquidation of, or market concerns about the financial

viability of digital asset custodians, trading venues, lending platforms, investment funds,

or other digital asset industry participants, such as the filing for bankruptcy protection

by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms

Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital

asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate

Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement

of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada

Department of Business and Industry in 2023, and the exit of Binance from the U.S.

as part of its settlement with the Department of Justice and other federal regulatory agencies;

○ regulatory,

legislative, enforcement and judicial actions that adversely affect the price, ownership,

transferability, trading volumes, legality or public perception of BONK tokens, or that adversely

affect the operations of or otherwise prevent digital asset custodians, trading venues, lending

platforms or other digital assets industry participants from operating in a manner that allows

them to continue to deliver services to the digital assets industry;

○ transaction

congestion and fees associated with processing transactions on the BONK network;

○ macroeconomic

changes, such as changes in the level of interest rates and inflation, fiscal and monetary

policies of governments, trade restrictions, and fiat currency devaluations;

○ developments

in mathematics or technology, including in digital computing, algebraic geometry and quantum

computing, that could result in the cryptography used by the BONK blockchain becoming insecure

or ineffective;

in national and international economic and political conditions, including, without limitation,

federal government policies, trade tariffs and trade disputes, the adverse impacts attributable

to the current conflict between Russia and Ukraine and the economic sanctions adopted in

response to the conflict, and the broadening of the Israel-Hamas conflict to other countries

in the Middle East.

importantly, our BONK treasury strategy has not been tested over an extended period of time or under different market conditions.

we are and will be continually examining the risks and rewards of our BONK treasury strategy, if BONK token prices were to decrease or

our BONK treasury strategy otherwise proves unsuccessful, the Company’s financial condition, results of operations, and the market

price of our listed securities would be materially adversely impacted.

BONK token and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

BONK token and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their

The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects,

and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in

a manner that adversely affects the price of the BONK token or the ability of individuals or institutions (including the Company) to

own or transfer BONK tokens.

federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory,

legislative, enforcement or judicial actions, that could materially impact the price of the BONK token or the ability of individuals

or institutions (including the Company) to own or transfer BONK tokens.

example, within the past several years:

Trump signed an executive order instructing a working group comprised of representatives

from key federal agencies to evaluate measures that can be taken to provide regulatory clarity

and certainty built on technology-neutral regulations for individuals and firms involved

in digital assets, including through well-defined jurisdictional regulatory boundaries;

European Union adopted the Markets in Crypto Assets Regulation, a comprehensive digital asset

regulatory framework for the issuance and use of digital assets;

March 2023, the SEC brought a civil action alleging, among other claims, that certain contests,

giveaways, and secondary market trading involving TRX tokens in 2018 and 2019 constituted

unregistered securities offerings, even if there is no claim in this action, which has been

stayed since February 205, that the TRX token is itself a security;

June 2023, the SEC filed complaints against Binance Holdings Ltd.

and Coinbase, Inc., and

their respective affiliated entities, relating to, among other claims, that each party was

operating as an unregistered securities exchange, broker, dealer, and clearing agency;

June 2023, the United Kingdom adopted and implemented the Financial Services and Markets

Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets;”

November 2023, the SEC filed a complaint against Payward Inc.

and Payward Ventures Inc.,

together known as Kraken, alleging, among other claims, that Kraken’s crypto trading

platform was operating as an unregistered securities exchange, broker, dealer, and clearing

November 2023, Binance Holdings Ltd.

and its then chief executive officer reached a settlement

with the U.S.

Department of Justice, CFTC, the U.S.

Department of Treasury’s Office

of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year

investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance

Holdings Ltd.

agreed to, among other things, pay $4.3 billion in penalties across the four

agencies and to discontinue its operations in the United States;

China, the People’s Bank of China and the National Development and Reform Commission

have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal

within the country.

is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide

additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will

take any similar actions.

It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation

or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions

to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations,

might impact the value of digital assets generally and BONK tokens specifically.

The consequences of any new law or regulation relating

to digital assets and digital asset activities could adversely affect the market price of BONK tokens, as well as our ability to hold

or transact in BONK tokens, and in turn adversely affect the market price of our listed securities.

the risks of engaging in a BONK treasury strategy are relatively novel and have created, and could continue to create, complications

due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director

and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future, or at all.

growth of the digital assets industry in general, and the use and acceptance of the BONK token in particular, may also impact the price

of the BONK token and is subject to a high degree of uncertainty.

The pace of worldwide growth in the adoption and use of BONK tokens

may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to BONK tokens, institutional

demand for BONK tokens as an investment asset, the participation of traditional financial institutions in the digital assets industry,

consumer demand for BONK tokens as means of payment, and the availability and popularity of alternatives to the BONK token.

Even if growth

in BONK token demand and adoption occurs in the near or medium-term, there is no assurance that BONK token usage will grow over the long-term,

the BONK token has no physical existence beyond the record of transactions on the BONK blockchain, a variety of technical factors related

to the BONK blockchain could also impact the price of the BONK token.

For example, malicious attacks by hackers, hard “forks”

of the BONK token blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing

could undercut the integrity of the BONK blockchain and negatively affect the price of the BONK token.

The liquidity of the BONK token

may also be reduced and damage to the public perception of the BONK token may occur, if financial institutions were to deny or limit

banking services to businesses that hold BONK tokens, provide BONK token-related services or accept the BONK token as payment, which

could also decrease the price of the BONK token.

Actions by U.S.

banking regulators, such as the February 2023 of the “Interagency

Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and

similar actions, have in the past resulted in or contributed to reductions in access to banking services for cryptocurrency-related customers

and service providers, or the willingness of traditional financial institution to participate in markets for digital assets.

The liquidity

of the BONK token may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the

ability of exchanges and trading venues to provide services for BONK tokens and other digital assets.

significant decrease in the market value of our BONK token holdings could adversely affect our ability to satisfy our financial obligations.

the year ended December 31, 2024, dietary supplement business did not generate positive cash flow from operations.

If our dietary supplement

business does not generate cash flow in future periods sufficient to satisfy our financial obligations, including our debt and cash dividend

obligations, we intend to fund our obligations using cash flow generated by equity or debt financings.

Our ability to achieve the objectives

of our BONK treasury strategy depends in significant part on our ability to obtain equity and debt financing.

If we are unable to obtain

equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our BONK treasury strategy.

ability to obtain equity or debt financing may in turn depend on, among other factors, our BONK treasury strategy and the value of our

BONK token holdings, investor sentiment and the general public perception of BONK tokens, our strategy and our value proposition.

a significant decline in the market value of our BONK token holdings or a negative shift in these other factors may create liquidity

and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to

satisfy our financial obligations, including our debt and cash dividend obligations.

These risks could materialize at times when the

BONK token is trading below its carrying value on our most recent balance sheet or our cost basis.

As BONK tokens constitute the vast

bulk of assets on our balance sheet, if we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at

all, we may be required to sell BONK tokens to satisfy these obligations.

Any such sale of BONK token may have a material adverse effect

on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future.

Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our BONK tokens

in amounts and at prices sufficient to satisfy our financial obligations, including our debt service and cash dividend obligations, could

cause us to default under such obligations.

Any default on our current or future indebtedness or preferred stock may have a material

adverse effect on our financial condition.

historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to

our BONK token holdings.

that we have only started adopting the BONK treasury strategy since August 2025, our historical financial statements do not reflect the

potential variability in earnings that we may experience in the future from holding or selling significant amounts of BONK tokens.

price of the BONK token has historically been subject to dramatic price fluctuations and is highly volatile.

Our BONK token holdings

are expected to significantly affect our financial results and if we continue to increase our overall holdings of BONK tokens in the

future, they will have an even greater impact on our financial results and the market price of our listed securities.

Going forward,

we will evaluate and adopt appropriate accounting standards and policies for the preparation of our financial statements, in particular

to areas relating to our BONK token holdings.

BONK treasury strategy subjects us to enhanced regulatory oversight.

has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal

or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between

Russia and Ukraine.

While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable

anti-money laundering and sanctions laws and regulations and take care to only acquire our BONK tokens through entities subject to anti-money

laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our BONK tokens from

bad actors that have used BONK tokens to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and

any further transactions or dealings in BONK tokens by us may be restricted or prohibited.

may incur indebtedness or enter into other financial instruments in the future that may be collateralized by our BONK token holdings.

We may also consider pursuing strategies to create income streams or otherwise generate funds using our BONK token holdings.

of BONK token-related transactions are the subject of enhanced regulatory oversight.

These and any other BONK token-related transactions

we may enter into, beyond simply acquiring and holding BONK tokens, may subject us to additional regulatory compliance requirements and

scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity

and securities laws and regulations.

laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection

by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022.

While the financial and regulatory fallout from

FTX’s collapse did not directly impact our business, financial condition or corporate assets, the FTX collapse may have increased

regulatory focus on the digital assets industry.

Increased enforcement activity and changes in the regulatory environment, including

changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting

BONK tokens, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant

costs or significantly limit our ability to hold and transact in BONK tokens.

addition, private actors that are wary of the BONK token or the regulatory concerns associated with the BONK token have in the past taken

and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securities.

to the unregulated nature and lack of transparency surrounding the operations of many BONK token trading venues, BONK token trading venues

may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset

classes, which may result in a loss of confidence in BONK token trading venues and adversely affect the value of our BONK token.

token trading venues are relatively new and, in many cases, unregulated.

Furthermore, there are many BONK token trading venues which

do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and

regulatory compliance.

As a result, the marketplace may lose confidence in BONK token trading venues, including prominent exchanges that

handle a significant volume of BONK token trading and/or are subject to regulatory oversight, in the event one or more BONK token trading

venues cease or pause for a prolonged period the trading of BONK token or other digital assets, or experience fraud, significant volumes

of withdrawal, security failures or operational problems.

concentration of our BONK token holdings enhances the risks inherent in our BONK treasury strategy.

vast majority of our assets are concentrated in our BONK token holdings.

As of September 25, 2025, we held approximately 2236741655211.26

BONK tokens, and we intend to purchase additional BONK tokens and increase our overall holdings of BONK tokens in the future.

The concentration

of our BONK token holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury

assets, and the absence of diversification enhances the risks inherent in our BONK treasury strategy.

emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative

impact on the price of BONK tokens and adversely affect our business.

a result of our BONK treasury strategy, our assets are concentrated in our BONK token holdings.

Accordingly, the emergence or growth

of digital assets other than the BONK token (such as Bitcoin and Ethereum) may have a material adverse effect on our financial condition.

alternative digital assets that compete with the BONK token in certain ways include “stablecoins,” which are designed to

maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S.

deposits and short-term U.S.

treasury securities) equal to the total value of stablecoins in circulation.

Stablecoins have grown rapidly

as a medium of exchange and store of value, particularly on digital asset trading platforms.

As of December 31, 2024, two of the eight

largest digital assets by market capitalization were U.S.

dollar-pegged stablecoins.

Additionally,

the introduction of a government-issued digital currency could eliminate or reduce the need or demand for private-sector issued cryptocurrencies or significantly limit their utility.

National governments around the world could introduce central bank digital currencies, which could

in turn limit the size of the market opportunity for cryptocurrencies, including BONK tokens.

BONK token holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity

for us to the same extent as cash and cash equivalents.

BONK tokens are mainly traded on centralized and decentralized cryptocurrency exchange platforms.

During times of market instability,

we may not be able to sell our BONK tokens at favorable prices or at all.

As a result, our BONK token holdings may not be able to serve

as a source of liquidity for us to the same extent as cash and cash equivalents.

Further, BONK tokens we hold and transact with our trade

execution partners do not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions

subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

BONK tokens may be “staked” on various platforms, including centralized cryptocurrency exchanges, or directly on decentralized

“Staking” is a crypto-related process that allows network participants to earn rewards by locking their tokens

The Staked BONK tokens in our treasury wallet account are currently “staked” on FalconX, a decentralized finance

(DeFi) protocol, in exchange for Staked BONK tokens.

BONK token is a derivative token that represents the “staked” BONK tokens,

which can automatically generate yield for the token holders.

While “staking” can generate yields and rewards, there are

inherent risks such as (i) smart contract risk – any vulnerabilities of the smart contract may potentially lead to loss of funds,

and the redemption of “staked” tokens which is governed by smart contract may be modified by the operator, (ii) interest

rate fluctuations – rates can change rapidly based on market conditions, and therefore the amount of yields or rewards is not guaranteed,

and (iii) liquidity risk – it may take days or even weeks to release BONK tokens from “staking”.

Other than yields

and rewards generated from “staking” of the BONK tokens, the BONK token itself does not pay interest or other returns and

we can only generate cash from our BONK token holdings if we sell our BONK tokens or implement strategies to create income streams or

otherwise generate cash by using our BONK token holdings.

Even if we pursue any such strategies, we may be unable to create income streams

or otherwise generate cash from our BONK token holdings, and any such strategies may subject us to additional risks.

Additionally,

we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered BONK tokens or otherwise

generate funds using our BONK token holdings, including in particular during times of market instability or when the price of BONK tokens

has declined significantly.

If we are unable to sell our BONK tokens, enter into additional capital raising transactions, including capital

raising transactions using BONK tokens as collateral, or otherwise generate funds using our BONK token holdings, or if we are forced

to sell our BONK tokens at a significant loss, in order to meet our working capital requirements, our business and financial condition

could be negatively impacted.

face risks relating to the security of the wallets holding our BONK tokens, including the loss or destruction of private keys required

to access our BONK tokens and cyberattacks or other data loss relating to our BONK tokens.

tokens are controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital

wallet in which a BONK token is held.

While the BONK blockchain ledger requires a public key relating to a digital wallet to be published

when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the BONK

tokens held in such wallet.

To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no

backup of the private key(s) is accessible, we will not be able to access the BONK tokens held in the related digital wallet.

we cannot provide assurance that our digital wallets will not be compromised as a result of a cyberattack.

blockchain and BONK token, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject

to security breaches, cyberattacks, or other malicious activities.

For example, in November 2022, hackers exploited weaknesses in the

security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers.

A successful security breach or cyberattack could result in:

partial or total loss of our BONK tokens;

to our reputation and brand;

disclosure of data and violations of applicable data privacy and other laws;

regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual

and financial exposure.

any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that

operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader

BONK blockchain ecosystem or in the use of the BONK network to conduct financial transactions, which could negatively impact us.

upon systems across a variety of industries are increasing in frequency, persistence, and sophistication, and, in many cases, are being

conducted by sophisticated, well-funded and organized groups and individuals, including state actors.

The techniques used to obtain unauthorized,

improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage

systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been

launched against a target.

These attacks may occur on our systems or those of our third-party service providers or partners.

We may experience

breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities.

Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage,

and insiders.

In addition, certain types of attacks could harm us even if our systems are left undisturbed.

For example, certain threats

are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may

not be able to implement adequate preventative measures.

Further, there has been an increase in such activities due to the increase in

work-from-home arrangements since the onset of the COVID-19 pandemic.

The risk of cyberattacks could also be increased by cyberwarfare

in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation

of malware into systems unrelated to such conflicts.

Any future breach of our operations or those of others in the digital asset industry,

including third-party services on which we rely, could materially and adversely affect our business.

federal regulations, there is a possibility that the BONK token may be classified as a “security.” Any classification of

the BONK token as a “security” would subject us to additional regulation and could materially impact the operation of our

assets are concentrated in our BONK token holdings.

While neither the SEC nor any other U.S.

federal or state regulator has publicly

stated whether they agree that the BONK token is a “security”, if the BONK token is determined to be a “security”

in the future, it could lead to our classification as an “investment company” under the Investment Company Act of 1940, as

amended (the “Investment Company Act”), which would subject us to significant additional regulatory controls that could have

a material adverse effect on our ability to execute on our BONK treasury strategy, and our business and operations and may also require

us to substantially change the manner in which we conduct our business.

(for the reasons discussed below) we believe that BONK token is not a “security” within the meaning of the U.S.

federal securities

laws, and registration of the Company under the Investment Company Act is therefore not required under the applicable securities laws,

we acknowledge that a regulatory body or federal court may determine otherwise.

Our belief, even if reasonable under the circumstances,

would not preclude legal or regulatory action based on such a finding that BONK token is a “security” which would require

us to register as an investment company under the Investment Company Act.

have also adapted our process for analyzing the U.S.

federal securities law status of the BONK token and other cryptocurrencies over

time, as guidance and case law have evolved.

As part of our U.S.

federal securities law analytical process, we take into account a number

of factors, including the various definitions of “security” under U.S.

federal securities laws and federal court decisions

interpreting the elements of these definitions, such as the U.S.

Supreme Court’s decisions in the Howey and Reves

cases, as well as court rulings, reports, orders, press releases, public statements, and speeches by the SEC Commissioners and SEC Staff

providing guidance on when a digital asset or a transaction to which a digital asset may relate may be a security for purposes of U.S.

federal securities laws.

Our position that BONK token is not a “security” is premised, among other reasons, on our conclusion

that the BONK token does not meet the elements of the Howey test.

Among the reasons for our conclusion that the BONK token is

not a security is that holders of BONK tokens do not have a reasonable expectation of profits from our efforts in respect of their holding

of BONK tokens.

Also, BONK token ownership does not convey the right to receive any interest, rewards, or other returns.

acknowledge, however, that the SEC, a federal court or another relevant entity could take a different view.

Application of securities

laws to the specific facts and circumstances of digital assets is complex and subject to change.

Our conclusion, even if reasonable under

the circumstances, would not preclude legal or regulatory action based on a finding that the BONK token, or any other digital asset we

might hold, is a “security.” As such, we are at risk of enforcement proceedings against us, which could result in potential

injunctions, cease-and-desist orders, fines, and penalties if the BONK token was determined to be a security by a regulatory body or

Such developments could subject us to fines, penalties, and other damages, and adversely affect our business, results of operations,

financial condition, and prospects.

Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company”

if it (i) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting,

or trading in securities, or (ii) engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading

in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets

(exclusive of U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and

cash items) on an unconsolidated basis.

Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section

3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an “investment company” for purposes of

the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S.

government securities, shares of registered

money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income

after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S.

government securities, shares of

registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies,

securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled

primarily by such entity.

We do not believe that we are an “investment company” as such term is defined in either Section

3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act.

respect to Section 3(a)(1)(A), following the Series C PIPE Offering, our ownership or holding of BONK tokens is well in excess of 40%

of our total assets .

Since we believe that the BONK token is not an investment security, we do not hold ourselves out as being engaged

primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities within the meaning of

Section 3(a)(1)(A) of the Investment Company Act.

respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company

under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C).

that we are not an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect

to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Company’s total assets

(exclusive of U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and

cash items) consists of, and no more than 45% of the Company’s net income after taxes (for the last four fiscal quarters combined)

is derived from, securities other than U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment

Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries

of the Company, and securities issued by qualifying companies that are controlled primarily by the Company.

tokens and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive

questions under the Investment Company Act.

There is a risk that assets or arrangements that we have concluded are not securities could

be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage

of securities held by us for Investment Company Act purposes.

The SEC has requested information from a number of participants in the

digital assets’ ecosystem, regarding the potential application of the Investment Company Act to their businesses.

in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to

BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities

and also held more than 40% of its total assets, excluding

we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace

period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in

any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading

in securities, with such intent evidenced by the company’s business activities and an appropriate resolution of its board of directors.

The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns

securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis

or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such

issuer’s total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Accordingly, the grace

period may not be available at the time that we seek to rely on Rule 3a-2;

however, Rule 3a-2 is a safe harbor and we may rely on any

exemption or exclusion from investment company status available to us under the Investment Company Act at any given time.

reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take actions to dispose of securities, limit our ability

to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations.

to be deemed an investment company in the future, restrictions imposed by the Investment Company Act (including limitations on our ability

to issue different classes of stock and equity compensation to directors, officers, and employees and restrictions on management, operations,

and transactions with affiliated persons) likely would make it impractical for us to continue our business as contemplated, and could

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

are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds,

or to obligations applicable to investment advisers.

funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment

advisers” under U.S.

federal and state law;

this regulation is intended for the benefit and protection of investors.

subject to, and do not otherwise voluntarily comply with, these laws and regulations.

This means, among other things, that the execution

of or changes to our BONK treasury strategy, our use of leverage, the manner in which our BONK tokens are custodied, our ability to engage

in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal

and regulatory requirements and prohibitions that apply to investment companies and investment advisers.

For example, although a significant

change to our BONK treasury strategy would require the approval of our Board, no shareholder or regulatory approval would be necessary.

Consequently, our Board has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect

of our BONK token holdings or other activities we may pursue, and has the power to change our current policies, including our strategy

of acquiring and holding BONK tokens.

BONK treasury strategy exposes us to risk of non-performance by counterparties.

BONK treasury strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise.

Risk of non-performance

includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition

and liquidity or for any other reason.

For example, our execution partners, or other counterparties might fail to perform in accordance

with the terms of our agreements with them, which could result in a loss of BONK tokens, a loss of the opportunity to generate funds,

or other losses.

we pursue any strategies to create income streams or otherwise generate funds using our BONK token holdings, we would become subject

to additional counterparty risks.

Any significant non-performance by counterparties could have a material adverse effect on our business,

prospects, financial condition, and operating results.

the broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use

of BONK tokens.

A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events

relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting

in digital assets.

Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation

of our BONK tokens, nor have such events adversely impacted our access to our BONK tokens, they have, in the short-term, likely negatively

impacted the adoption rate and use of the BONK tokens.

Additional bankruptcies, closures, liquidations, regulatory enforcement actions

or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate,

price, and use of the BONK token, limit the availability to us of financing collateralized by BONK tokens, or create or expose additional

counterparty risks.

Changes in the accounting treatment of our BONK token holdings could have significant accounting impacts, including

increasing the volatility of our results.

broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and

use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets

are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

we are unable to keep up with rapid technological changes, our products may become obsolete.

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and marketing new products or in enhancing existing products.

success of new product introductions depends on various factors, including, without limitation,

the following:

Successful sales and marketing efforts;

Timely delivery of new products;

Availability of raw materials;

Pricing of raw materials;

Regulatory allowance of the products;

Customer acceptance of new products.

success of new product introductions depends on various factors, including, without limitation, the following:

Successful sales and

marketing efforts;

delivery of new products;

of raw materials;

allowance of the products;

acceptance of new products.

publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.

publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our

business could have an adverse effect on the public perception of us.

business could have an adverse effect on our public perception.

This, in turn, could negatively affect our ability to obtain financing,

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enrollment may also be affected by other factors, including:

● coordination

with clinical research organizations to enroll and administer the clinical trials;

● coordination

and recruitment of collaborators and investigators at individual sites;

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of the clinical trial protocol;

● eligibility

and exclusion criteria;

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or impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including:

● requirements

for the reformulation of products to meet new standards;

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the Federal Food, Drug, and Cosmetic Act (the FD&C Act), companies that manufacture and distribute functional foods and dietary supplements,

such as our Safety Shot Dietary Supplement, are limited in the claims that they are permitted to make about nutritional support on the

product label without FDA approval.

Any failure by us to adhere to the labeling requirements could lead to the FDA requiring that our

products be repackaged and relabeled, which would have a material adverse effect on our business.

In addition, companies are responsible

for the accuracy and truthfulness of, and must have adequate scientific substantiation for, any nutritional or functional claims.

claims must be truthful and not misleading.

Promotional claims about foods and dietary supplements also must not include statements that

the product can diagnose, mitigate, treat, cure or prevent a specific disease or class of disease.

believe we are able to market our Sure Shot Dietary Supplement product in reliance on the self-affirmed Generally Recognized As Safe

(GRAS) status of our formulation’s current ingredients.

No governmental agency or other third party has made a determination as

to whether or not the Sure Shot Dietary Supplement has achieved GRAS status.

We make this determination based on independent scientific

opinions that the individual ingredients and formulation as a whole are not harmful under their intended conditions of use.

another regulatory authority or other third party denied our self-affirmed GRAS status for the Sure Shot Dietary Supplement, we could

face significant penalties or be required to undergo the regulatory approval process in order to market our product, and our business,

financial condition and results of operations will be adversely affected.

We cannot guarantee that in such a situation the Sure Shot

Dietary Supplement would be approved.

such as our Safety Shot Dietary Supplement and Yerbaé’s plant-based beverages, are limited in the claims that they are permitted

to make about nutritional support on the product label without FDA approval.

Any failure by us to adhere to the labeling requirements

could lead to the FDA requiring our products be repackaged and relabeled, which would have a material adverse effect on our business.

In addition, companies are responsible for the accuracy and truthfulness of, and must have adequate scientific substantiation for, any

nutritional or functional claims.

These claims must be truthful and not misleading.

Promotional claims about foods and dietary supplements

also must not include statements that the product can diagnose, mitigate, treat, cure or prevent a specific disease or class of disease.

believe we are able to market our Sure Shot Dietary Supplement and Yerbaé’s plant-based beverage products in reliance on

the self-affirmed Generally Recognized As Safe (GRAS) status of our formulation’s current ingredients.

No governmental agency or

other third party has made a determination as to whether or not the Sure Shot Dietary Supplement or Yerbaé’s plant-based

beverages have achieved GRAS status.

We make this determination based on independent scientific opinions that the individual ingredients

and formulation as a whole are not harmful under their intended conditions of use.

If the FDA, another regulatory authority or other

third party denied our self-affirmed GRAS status for the Sure Shot Dietary Supplement or Yerbaé’s plant-based beverages,

we could face significant penalties or be required to undergo the regulatory approval process in order to market our product, and our

business, financial condition and results of operations will be adversely affected.

We cannot guarantee that in such a situation the

Sure Shot Dietary Supplement or Yerbaé’s plant-based beverages would be approved.

processing, formulation, packaging, labeling and advertising of our products may also be subject to regulation by the FTC, the Environmental

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failure to comply with applicable laws or regulations could result in substantial monetary penalties and could adversely affect our operating

recent years, the marketing and labeling of functional foods and beverages and dietary supplements has brought increased risk that consumers

will bring class action lawsuits and that the FTC and/or state attorneys general will bring legal action concerning the truth and accuracy

of the marketing and labeling of such products, seek removal of such products from the marketplace, and/or impose fines and penalties.

Our Sure Shot Dietary Supplement product is marketed with express and implied statements relating to the ingredients or health and wellness

related attributes, which may increase the potential risk of regulatory scrutiny over such claims.

The lack of specific regulations or

guidance on common supplement terms and statements used in product labeling has contributed to legal challenges against many supplement

companies, and plaintiffs have commenced legal actions against several nutritional supplement companies, asserting false, misleading

and deceptive advertising and labeling claims.

In addition, the FTC has instituted numerous enforcement actions against dietary supplement

companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising

Our failure to comply with applicable regulations could result insubstantial monetary penalties, which would likely have a material

adverse effect on our financial condition or results of operations.

recent years, the marketing and labeling of functional foods and beverages and dietary supplements has brought increased risk that

consumers will bring class action lawsuits and that the FTC and/or state attorneys general will bring legal action concerning the

truth and accuracy of the marketing and labeling of such products, seek removal of such products from the marketplace, and/or impose

fines and penalties.

Our Sure Shot Dietary Supplement and Yerbaé’s plant-based beverages products are marketed with

express and implied statements relating to the ingredients or health and wellness related attributes, which may increase the

potential risk of regulatory scrutiny over such claims.

The lack of specific regulations or guidance on common supplement terms and

statements used in product labeling has contributed to legal challenges against many supplement companies, and plaintiffs have

commenced legal actions against several nutritional supplement companies, asserting false, misleading and deceptive advertising and

labeling claims.

In addition, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure

to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims.

to comply with applicable regulations could result in substantial monetary penalties, which would likely have a material adverse

effect on our financial condition or results of operations.

when unmerited, class action lawsuits, action by the FTC or state attorneys general enforcement actions can be expensive to defend against

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These events could interrupt the marketing and sales of our Sure Shot Dietary Supplement

product, severely damage our brand reputation and public image, increase our legal expenses, result in product recalls or litigation,

and impede our ability to deliver our products in sufficient quantities or quality, which would likely result in a material adverse effect

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

and Yerbaé’s plant-based beverages products, severely damage our brand reputation and public image, increase our legal expenses,

result in product recalls or litigation, and impede our ability to deliver our products in sufficient quantities or quality, which would

likely result in a material adverse effect on our business, financial condition, results of operations and cash flows.

and/or regulatory agencies may impose additional laws or regulations or change current laws or regulations, and state attorneys general

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or even civil lawsuits and other financial damages.

While we would intend to vigorously defend our company and the Safety Shot product

While we would vigorously defend our company and the Safety Shot product

line in such a situation, any developments of this nature could increase our costs significantly and would likely have a material adverse

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

reliance on third parties to manufacture and supply our products, including the Sure Shot Dietary Supplement, may harm our business,

financial condition and operating results.

reliance on third parties to manufacture and supply our products, including the Sure Shot Dietary Supplement and Yerbaé’s

plant-based beverages, may harm our business, financial condition and operating results.

contract with third-party suppliers and manufacturers for the production of our products, including the Sure Shot Dietary Supplement.

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trial participants are protected.

Our reliance on third parties we do not control do not relieve us of these responsibilities and requirements.

Our reliance on third parties we do not control does not relieve us of these responsibilities and requirements.

Any adverse development or delay in our nonclinical studies or clinical trials could have a material and adverse effect on our business,

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costs of doing business in foreign countries;

● Infringement

claims on foreign patents, copyrights or trademark rights;

● Difficulties

in staffing and managing operations across disparate geographic areas;

● Difficulties

associated with enforcing agreements and intellectual property rights through foreign legal

protection measures and other regulatory requirements, which affect our ability to import

or export our products from or to various countries;

associated with enforcing agreements and intellectual property rights through foreign legal systems;

protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various

tax consequences;

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be adversely impacted.

In addition, international trade disputes, including those related to tariffs, could result in inflationary

pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.

Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery

of key inventories and supplies.

In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures

that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.

Trade disputes

could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories

and supplies.

political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial

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our business operations.

For example, during the prior Trump administration, increased tariffs were implemented on goods imported

into the U.S., particularly from China, Canada, and Mexico.

For example, during the prior Trump administration, increased tariffs were implemented on goods imported into

the U.S., particularly from China, Canada, and Mexico.

On February 1, 2025, the U.S.

imposed a 25% tariff on imports from Canada

and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China.

imposed a 25% tariff on imports from Canada and

Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China.

Historically,

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to ensure fair access to financial services, including for companies operating in the digital asset space.

Additionally, President Trump and

members of the U.S.

Additionally, President Trump

and members of the U.S.

Congress announced that they are studying the possibility of creating a national strategic digital asset reserve

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accountant has indicated doubt about our ability to continue as a going concern.

of December 31, 2024, and 2023, the Company had $348,816 and $3,833,349 in cash, accumulated deficit of

$115,090,347 and $65,480,715 and cash flow used in operations of $18,089,748 and

$10,715,314, respectively.

The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion

and development plans.

These conditions raise doubt about the Company’s ability to continue as a going concern and accordingly

our auditors have included a going concern opinion in our annual report.

connection with certain public and private offerings (the “Financing”), the Company offered warrants as part of the

Financing packages.

During the year ended December 31, 2024, the Warrant Holders exercised a total of 2,996,127 warrants for shares

of common stock for a total exercise price of $3,962,714 and during the year ended December 31,

2023, the Warrant Holders exercised a total of 10,266,845 warrants for shares of common stock for a total exercise price of

At December 31, 2024, the Company has 18,803,334

warrants outstanding at an average exercise price of $2.09.

The Company expects,

although there can be no assurance, that a majority of the outstanding warrants will be exercised in the near future.

of December 31, 2025, and 2024, the Company had $2,278,340 and $348,816 in cash, accumulated deficit of $183,492,179 and $115,090,347

and cash flow used in operations of $25,275,735 and $18,089,748, respectively.

The Company has incurred and expects to continue to incur

significant costs in pursuit of its expansion and development plans.

These conditions raise doubt about the Company’s ability to

continue as a going concern and accordingly our auditors have included a going concern opinion in our annual report.

connection with certain public and private offerings (the “Financing”), the Company offered warrants as part of the Financing

During the year ended December 31, 2024, the Warrant Holders exercised a total of 2,996,127 warrants for shares of common stock

for a total exercise price of $3,962,714 and during the year ended December 31, 2023, the Warrant Holders exercised a total of 10,266,845

warrants for shares of common stock for a total exercise price of $8,887,837.

At December 31, 2024, the Company has 18,803,334 warrants

outstanding at an average exercise price of $2.09.

The Company expects, although there can be no assurance, that a majority of the outstanding

warrants will be exercised in the near future.

Company also holds 2,623,342 shares of SRM Entertainment, Inc.

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an effective registration statement but may be sold subject to Rule 144.

December 31, 2024, the Company had $348,816 in cash and the Company recognizes that it may need to raise additional capital in order to continue

to execute its business plan in the future.

There is no assurance that the Warrant Holders will exercise their warrants or additional

financing will be available if needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company

will become profitable and generate positive operating cash flow.

If the Company is unable to obtain revenue producing contracts or financing

or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may be forced to substantially

curtail its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may

dilute the interests of existing stockholders.

December 31, 2024, the Company had $348,816 in cash and the Company recognizes that it may need to raise additional capital in order

to continue to execute its business plan in the future.

There is no assurance that the Warrant Holders will exercise their warrants or

additional financing will be available if needed or that the Company will be able to obtain financing on terms acceptable to it or whether

the Company will become profitable and generate positive operating cash flow.

If the Company is unable to obtain revenue producing contracts

or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may be forced

to substantially curtail its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements

that may dilute the interests of existing stockholders.

additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our

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If we lack cash resources

to cover these costs of being a public company in the future, our failure to comply with reporting requirements and other provisions

to cover the costs of being a public company in the future, our failure to comply with reporting requirements and other provisions

of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cashflow and financial

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to effect certain corporate actions.

March 25, 2025, our officers and directors are the beneficial owners of approximately 14.7% our issued and outstanding voting securities.

March 25, 2025, our officers and directors are the beneficial owners of approximately 20% of our issued and outstanding voting

As a result, they possess significant influence over our elections and votes.

As a result, their ownership and control may have the effect

of facilitating and expediting a future change in control, merger, consolidation, takeover or other business combination, or encouraging

a potential acquirer to make a tender offer.

Their ownership and control may also have the effect of delaying, impeding, or preventing

a future change in control, merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from

making a tender offer.

As a result, their ownership and control may

have the effect of facilitating and expediting a future change in control, merger, consolidation, takeover or other business combination,

or encouraging a potential acquirer to make a tender offer.

Their ownership and control may also have the effect of delaying, impeding,

or preventing a future change in control, merger, consolidation, takeover or other business combination, or discouraging a potential

acquirer from making a tender offer.

securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.

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or pay any dividends on our common stock in the foreseeable future.

We have never declared or paid cash dividends on our common stock.

future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and

will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements,

business prospects and other factors our board of directors may deem relevant.

Second Amended and Restated Certificate of Incorporation contains an exclusive forum provision for certain claims, which could limit

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the purchaser’s prior written agreement to the transaction;

the purchaser with risk disclosure documents which identify certain risks associated with

investing in “penny stocks” and which describe the market for these “penny

stocks” as well as a purchaser’s legal remedies;

a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has

actually received the required risk disclosure document before a transaction in a “penny

stock” can be completed.

our common stock is not currently subject to these rules, it were to become subject to such rules, broker-dealers may find it difficult

to effectuate customer transactions and trading activity in our securities may be adversely affected.

As a result, the market price of

our securities may be depressed, and you may find it more difficult to sell your securities.

the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks”

and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies;

a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure

document before a transaction in a “penny stock” can be completed.

our common stock is not currently subject to these rules, if it was to become subject to such rules, broker-dealers may find it

difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

As a result, the

market price of our securities may be depressed, and you may find it more difficult to sell your securities.

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