What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-04-15 compared with 2024-04-01 · 191 added, 218 removed, 598 unchanged (41% of the section changed)

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There can be no assurance that we will not continue to incur net losses in the future.

We may not succeed in expanding

our customer base and product offerings and even if we do, may never generate revenue that is significant enough to achieve profitability.

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

we may not be able to control overhead expenses even where our operations successfully expand.

Our failure to become and remain profitable

would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings, or even

continue our operations.

We may not succeed in

expanding our customer base and product offerings and even if we do, may never generate revenue that is significant enough to achieve

profitability.

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

Furthermore, we may not be able to control overhead expenses even where our operations successfully expand.

Our failure to become

and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product

offerings, or even continue our operations.

audited financial statements for the years ended December 31, 2024 and 2023 included a statement from our independent registered public

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could render us unable to continue as a going concern.

failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.

April 11, 2024, we received a letter from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”)

because our stockholders’ equity of $2,210,476 as of December 31, 2023 was below the minimum requirement of $2,500,000.

to Nasdaq’s Listing Rules, on May 28, 2024, we submitted to Nasdaq a plan to regain compliance with the Rule, which was accepted

by Nasdaq and provided us with an extension of 180 calendar days from April 11, 2024 (until October 8, 2024) to regain compliance with

On October 10, 2024, Nasdaq notified us that we did not meet the terms of the extension to regain compliance with the Rule,

and as a result, unless we requested an appeal, trading of our common stock would be suspended.

On October 11, 2024, we submitted a request

for a hearing with Nasdaq’s Hearings Panel to appeal Nasdaq’s delisting determination, which stayed the suspension of trading

of our common stock.

of November 14, 2024, as a result of the sale of 928,602 Shares under the ATM Agreement for aggregate gross offering proceeds

of approximately $1,795,000, we regained compliance with the Rule, and the hearing before the Hearing Panel was cancelled.

However, Nasdaq

informed us that it will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and,

if we fail to evidence compliance with the Rule upon the filing of its Annual Report on Form 10-K for the year ended December 31, 2024,

we may be subject to delisting.

of December 31, 2024, we were again not in compliance with the Rule, with stockholders’ equity of $2,341,583 as reported in this

Annual Report on Form 10-K.

However, as a result of the sale of 1,303,115 additional shares of

our common stock under the ATM Agreement following December 31, 2024 for net proceeds of approximately $2.4 million, as of the date of

filing this Annual Report on Form 10-K, the Company believes it has regained compliance with the Rule.

However, Nasdaq will continue

to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic

report the Company does not evidence compliance, it may be subject to delisting.

A delisting would likely have a negative effect on the

price of our common stock and may impair the ability of our stockholders to sell our stock.

may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand

our operations.

our available cash balances, net proceeds from our IPO and anticipated cash flow from operations are insufficient to satisfy our liquidity

requirements, we may seek to sell common stock or other securities, and/or seek additional debt financing.

our available cash balances, net proceeds from financing activities, and anticipated cash flow from operations are insufficient to satisfy

our liquidity requirements, we may seek to sell common stock or other securities, and/or seek additional debt financing.

may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing

opportunities or for other reasons, including to:

our sales and marketing efforts and address competitive developments;

for supply and inventory costs;

development and marketing efforts of any future products or additional features to then-current products;

license or invest in new technologies;

or invest in complementary businesses or assets.

increase our sales and marketing efforts

and address competitive developments;

provide for supply and inventory costs;

maintain compliance with Nasdaq listing

requirements;

fund development and marketing efforts of

any future products or additional features to then-current products;

acquire, license or invest in new technologies;

acquire or invest in complementary businesses

present and future funding requirements will depend on many factors, including:

ability to achieve revenue growth and improve gross margins;

cost of expanding our operations and offerings, including our sales and marketing efforts;

effect of competing market developments;

related to international expansion.

our ability to achieve revenue growth and improve gross margins;

the cost of expanding our operations and offerings, including our sales

and marketing efforts;

the effect of competing market developments;

costs related to international expansion.

various ways we could raise additional capital carry potential risks.

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depends on several factors, including our ability to:

our existing channels of distribution;

additional channels of distribution;

our customer base;

cost-effectively

increase online sales on our website and third-party marketplaces;

introduce new products;

awareness of our brand;

at a scale that satisfies future demand;

source key raw materials.

expand our existing channels of distribution;

develop additional channels of distribution;

grow our customer base;

cost-effectively increase online sales on

our website and third-party marketplaces;

effectively introduce new products;

increase awareness of our brand;

manufacture at a scale that satisfies future

effectively source key raw materials.

may not successfully accomplish any of these objectives.

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Managing our planned growth effectively will require us to:

a low cost of customer acquisition relative to customer lifetime value;

products that will be viewed favorably by customers;

operations with our contract manufacturers;

hire, train, and motivate additional employees, including additional personnel for our technology, sales and marketing efforts.

maintain a low cost of customer acquisition

relative to customer lifetime value;

identify products that will be viewed favorably

by customers;

expand operations with our contract manufacturers;

successfully hire, train, and motivate additional

employees, including additional personnel for our technology, sales and marketing efforts.

expansion of our products and customer base may result in increases in our overhead and selling expenses.

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Related to Our Business

rely upon third parties for the manufacture of our products, and have recently been unable to utilize equipment of ours located at one

of our manufacturing facilities, which has required us to shift the production of some of our products to a higher-margin manufacturer.

If we continue to be unable to access our equipment, our operating results will be adversely affected.

products are currently manufactured for us by two contract manufacturers, one based in the Republic of Chile, and the other in the Republic

The manufacturing facility in Peru houses our new large-scale continuous through-put dehydration machine that completed its

first production run in the first quarter of 2023, and which substantially increased our production capacity.

However, during the fourth

quarter of 2023, the contract manufacturer located in Peru became involved in a legal dispute with its landlord and another third party,

which resulted in that manufacturer suspending operations.

In addition, as a result of such dispute, we currently do not have access

to the dehydration machine that was previously operated by this manufacturer.

Although we have been able to continue to fulfill orders

by shifting fulfillment to other manufacturing sources, our costs of goods are expected to increase as a result.

In addition, if we are

unable to regain access to our dehydration machine and utilize it for the production of our products, our operating results may be materially

and adversely affected.

addition, during 2023, we recognized $761,085 of impairment expense, consisting of $485,265, $243,305 and $32,515 on the collectability

of a note receivable, VAT taxes receivable and prepaid inventory, respectively, owed to us by this manufacturer.

are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan

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ability to continue our business of growth and distribution of our products is dependent on the licensing agreement (the “Licensing

Agreement”) we entered into with EnWave Corporation (“EnWave”) to utilize its dehydration technology in the manufacturing

of our products.

Our license is exclusive to North America, Central America, and South America (excluding our contract manufacturer in

Chile) as it specifically relates to our avocado products and the Licensing Agreement grants non-exclusive rights for a variety of additional

Any failure to comply with the terms of the Licensing Agreement could convert the exclusive portion of the license to a non-exclusive

license, thereby permitting potential competitors to produce comparable avocado-based products using EnWave’s dehydration technology

in the same geographic areas.

Thus, any material failure to comply with the terms of the license or any failure to renew the license

after it expires could have a material adverse impact on our financial condition and the operation of our business as it relates to our

avocado-based products.

Furthermore, we are reliant on EnWave to enforce its intellectual property rights in preventing would be competitors

from using the technology exclusively licensed to us and there can be no assurance that EnWave will be successful in enforcing such rights

in the relevant areas.

Agreement”) we entered into with EnWave to utilize its dehydration technology in the manufacturing of our products.

is exclusive to North America, Central America, and South America (excluding our contract manufacturer in Chile) as it specifically relates

to our avocado products and Peru, and the Licensing Agreement grants non-exclusive rights for a variety of additional products.

to comply with the terms of the Licensing Agreement could convert the exclusive portion of the license to a non-exclusive license, thereby

permitting potential competitors to produce comparable avocado-based products using EnWave’s dehydration technology in the same

geographic areas.

Thus, any material failure to comply with the terms of the license or any failure to renew the license after it expires

could have a material adverse impact on our financial condition and the operation of our business as it relates to our avocado-based

Furthermore, we are reliant on EnWave to enforce its intellectual property rights in preventing would be competitors from using

the technology exclusively licensed to us and there can be no assurance that EnWave will be successful in enforcing such rights in the

relevant areas.

Furthermore, future product development efforts may lead to additional products that we desire to commercialize.

In this case, we will request expanding the exclusive and/or non-exclusive products defined by the Licensing Agreement, but there can

be no assurance that EnWave will grant such requests.

case, we will request expanding the exclusive and/or non-exclusive products defined by the Licensing Agreement, but there can be no assurance

that EnWave will grant such requests.

rely on a small number of suppliers to provide our raw materials, and our supply chain may be interrupted and prevent us from obtaining

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targets, make it difficult to grow and would have an adverse effect on our results of operations.

addition, we depend on a limited number of key suppliers and partners located primarily in Chile, Peru, the People’s Republic of

China (the “PRC”) and the United States.

For the years ended December 31, 2023 and 2022, three key suppliers accounted for

100% of our total raw material and packaging purchases, and 100% of our total dried fruit was supplied from Chile in 2022 (we commenced

receiving dried fruit from Peru as well in January 2023, and 100% of our packaging purchases were from the PRC.

As a result of this concentration

in our supply chain, our business and operations would be negatively affected if any of our key suppliers were to experience significant

disruption affecting the price, quality, availability, or timely delivery of their products.

Additionally, our top suppliers are in a

similar geographic area, which increases the risk of significant supply disruptions from local and regional events.

In the event that

our supply from our current suppliers is interrupted, our operations may be interrupted resulting in lost revenue, added costs, such

as, without limitation, shipping costs, and distribution delays that could harm our business and customer relationships until we are

able to identify and enter into agreements with one or more alternative suppliers.

results of operations may be negatively impacted by public health pandemics, epidemics or outbreaks, including COVID-19.

and the restrictions intended to prevent its spread have had a significant adverse impact on economic and market conditions around the

world, including in the United States.

These conditions have had, and may continue to have, a material adverse impact on our business.

In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our manufacturing

and supply chain, sales and marketing and could have an adverse impact on our business and our financial results.

Additionally, countries

have imposed, and may impose in the future, prolonged quarantines and travel restrictions, which may significantly impact the ability

of our employees to get to their places of work to produce products, may make it such that we are unable to obtain sufficient components

or raw materials and component parts on a timely basis or at a cost-effective price or may significantly hamper our products from moving

through the supply chain.

global operations expose us to risks associated with public health crises and epidemics, pandemics and outbreaks, such as the COVID-19

We rely on our production facilities, as well as third-party suppliers and manufacturers, in the United States, Peru, Chile,

the PRC and other countries significantly impacted by the COVID-19 pandemic.

The COVID-19 pandemic resulted in the extended shutdown

of certain businesses in many of these countries, which has resulted and may continue to result in disruptions or delays to our supply

Any disruption in businesses in any of these countries will likely impact our sales and operating results.

The COVID-19 pandemic

has had, and COVID-19 may continue to have, an adverse impact on our operations, supply chains and distribution systems and increase

our expenses, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments

Due to these impacts and measures, we have experienced, and may continue to experience, significant and unpredictable reductions

in demand for certain of our products.

future impact of COVID-19 is highly uncertain and cannot be predicted and there is no assurance that COVID-19 will not have a material

adverse impact on our business, financial condition and results of operations.

The extent of the impact of COVID-19 will depend on future

developments, including actions taken to contain COVID-19, and if these impacts persist or exacerbate over an extended period of time.

rapid spread of other contagious illnesses such as a novel coronavirus, or fear of such an event, could also have a material adverse

effect on the demand for our products and services and therefore have a material adverse effect on our business and results of operations.

Such a widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand

for our products.

in the food retail industry is intense and presents an ongoing threat to the success of our business.

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our ability to compete successfully in this market depends upon many factors both within and beyond our control, including:

size and composition of our customer base;

number of products that we feature on our website;

quality and responsiveness of our customer service;

selling and marketing efforts;

quality and price of the products that we offer;

convenience of the shopping experience that we provide;

ability to distribute our products and manage our operations;

reputation and brand strength.

the size and composition of our customer

the number of products that we feature on

the quality and responsiveness of our customer

our selling and marketing efforts;

the quality and price of the products that

the convenience of the shopping experience

that we provide;

our ability to distribute our products and

manage our operations;

our reputation and brand strength.

the rapid changes affecting the global, national, and regional economies generally and the Natural, Organic and Functional Food and Beverage

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be successful we must, among other things:

manufacture, and introduce new attractive and successful consumer products in our BranchOut brand;

and maintain a large customer base and develop and grow that customer base;

awareness of our BranchOut brand and develop effective marketing strategies to ensure consumer loyalty;

and maintain strategic relationships with key sales, marketing, manufacturing, and distribution providers;

to competitive and technological developments;

retain, and motivate qualified personnel.

develop, manufacture, and introduce new

attractive and successful consumer products in our BranchOut brand;

attract and maintain a large customer base

and develop and grow that customer base;

increase awareness of our BranchOut brand

and develop effective marketing strategies to ensure consumer loyalty;

establish and maintain strategic relationships

with key sales, marketing, manufacturing, and distribution providers;

respond to competitive and technological

developments;

attract, retain, and motivate qualified

cannot guarantee that we will succeed in achieving our goals, and our failure to do so would have a material adverse effect on our business,

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associated with international business operations, including:

with foreign and geographically dispersed operations;

to comply with various U.S.

and international laws;

and uncertainties relating to foreign rules and regulations;

export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import

necessary materials;

on our ability to enter into cost-effective arrangements with distributors, or at all;

in foreign currency exchange rates;

of limitations on production, sale, or export in foreign countries, including due to COVID-19 or other epidemics, pandemics, outbreaks

and quarantines;

of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;

of differing labor laws and standards;

political, environmental, health-related or social instability in foreign countries and regions;

inability, or reduced ability, to protect our intellectual property;

of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;

in recruiting and retaining personnel, and managing international operations;

in enforcing contracts and legal decisions;

developed infrastructure.

difficulties with foreign and geographically

dispersed operations;

having to comply with various U.S.

and international

changes and uncertainties relating to foreign

rules and regulations;

tariffs, export or import restrictions,

restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials;

limitations on our ability to enter into

cost-effective arrangements with distributors, or at all;

fluctuations in foreign currency exchange

imposition of limitations on production,

sale, or export in foreign countries, including due to COVID-19 or other epidemics, pandemics, outbreaks and quarantines;

imposition of limitations on or increase

of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;

imposition of differing labor laws and standards;

economic, political, environmental, health-related

or social instability in foreign countries and regions;

an inability, or reduced ability, to protect

our intellectual property;

availability of government subsidies or

other incentives that benefit competitors in their local markets that are not available to us;

difficulties in recruiting and retaining

personnel, and managing international operations;

difficulties in enforcing contracts and legal decisions;

less developed infrastructure.

particular, there has been significant recent political instability in Peru and Chile, where our contract manufacturers are located.

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or other actions by the Company or any of its executives.

rely on retailers and distributors for a substantial portion of our sales, and our failure to maintain and further develop our sales

channels could harm our business.

sell a substantial portion of our products through retailers such as Costco, Walmart and Sam’s Club Stores;

distributors such as

United Natural Foods, Inc.

and KeHE Distributors;

and online through Amazon.com, and we depend on these third parties to sell our products

to consumers.

The top two retailers of our products for the year ended December 31, 2023, were Wal-Mart and Costco, accounting for 77%

and 13% of our net sales, respectively.

The top two retailers of our products for the year ended December 31, 2022 were Costco and KeHE

Distributors, accounting for approximately 59% and 11% of our net sales, respectively, for the year.

No other retailer or distributor

represented more than 10% of our total net sales in 2023 or 2022.

loss of, or business disruption at, one or more of these retailers or distributors or a negative change in our relationship with Costco

or Sam’s Club, or a disruption to any one of our sales channels could have a material adverse effect on our business.

not maintain our relationship with existing retailers and distributors or develop relationships with new retailers and distributors,

the growth of our business may be adversely affected, and our business may be harmed.

we are required to obtain additional or alternative distribution agreements or arrangements in the future, we cannot be certain that

we will be able to do so on satisfactory terms or in a timely manner.

Our inability to enter into satisfactory distribution agreements

may inhibit our ability to implement our business plan or to establish markets necessary to expand the distribution of our products successfully.

rely on big box retailers for a substantial portion of our sales, and our failure to maintain and further develop our sales channels

could harm our business.

sell a substantial portion of our products through big box retailers such as Costco, Walmart and Sam’s Club Stores.

retailers of our products for the years ended December 31, 2024 and 2023, accounted for 99% and 90% of our net sales,

respectively.

The loss of, or business disruption at, one or more of these retailers or distributors or a negative change in our relationship

with these retailers could have a material adverse effect on our business.

If we do not maintain our relationship with these retailers

or develop relationships with new retailers and distributors, the growth of our business may be adversely affected, and our business

may be harmed.

do not have long-term purchase agreements with our customers.

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Our ability to implement this strategy depends, among other things, on our ability to:

distribution and other strategic arrangements with third-party retailers and other potential distributors of our products;

compete in the product categories in which we operate;

new and appealing products and successfully innovate on our existing products;

and maintain consumer interest in our brand;

our brand recognition and loyalty.

enter distribution and other strategic arrangements

with third-party retailers and other potential distributors of our products;

successfully compete in the product categories

in which we operate;

introduce new and appealing products and

successfully innovate on our existing products;

develop and maintain consumer interest in

increase our brand recognition and loyalty.

may not be able to implement this growth strategy successfully.

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or generate sufficient levels of consumer interest or brand awareness, and our high rates of sales and income growth may not be sustainable

to maintain sufficient production capacity with our contract manufacturers on terms that are beneficial for us may result in our inability

to meet customer demand and/or may increase our operating costs and capital expenditures.

intend to rely on external production capacity of our contract manufacturers and partner with co-packers that use both their own production

equipment as well as our production equipment.

We have plans to expand our partner production facilities though additional investments

in capital expenditures.

A failure by any of our contract manufacturers or our co-packers to comply with food safety, environmental,

or other laws and regulations, or to produce products of the quality and taste-profile we expect, may also disrupt our supply of products.

In addition, we may experience increased distribution and warehousing costs due to capacity constraints resulting from our growth.

we need to enter additional co-packing, warehousing, or distribution agreements in the future, we can provide no assurance that we would

be able to find acceptable third-party providers or enter into agreements on satisfactory terms or at all.

In addition, we may need to

expand our internal capacity, which could increase our operating costs and could require significant capital expenditures.

maintain sufficient production, warehousing, and distribution capacity, either internally or through third party agreements, we may be

unable to meet customer demand and/or our manufacturing, distribution and warehousing costs may increase, which could negatively affect

our business.

we or our contract manufacturers face labor shortages or increased labor costs, our results of operations and our growth could be adversely

particularly the costs of labor associated with our contract manufacturers, is a significant component of the cost of operating our business.

Our ability and particularly the ability of our contract manufacturers to meet labor needs while controlling labor costs are subject

we face labor shortages or increased labor costs, our results of operations and our growth could be adversely affected.

is a significant component of the cost of operating our business.

Our ability to meet labor needs while controlling labor costs are subject

to external factors, such as employment levels, prevailing wage rates, minimum wage legislation, changing demographics, health and other

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wages could cause our earnings to decrease.

If we face labor shortages or increased labor costs because of increased competition for

employees from our competitors and other industries, higher employee-turnover rates, or increases in the federal- or state-mandated minimum

wage, change in exempt and non-exempt status, or other employee benefits costs (including costs associated with health insurance coverage

or workers’ compensation insurance), our operating expenses could increase and our business, financial condition and results of

operations could be materially and adversely affected.

If we face labor shortages or increased labor costs, our operating expenses could increase

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

preferences for natural and organic food products are difficult to predict and may change.

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their non-organic counterparts.

imposed on the importation of our products into the United States would increase the cost of our products and could result in decreased

demand for our products.

operations and financial results may be adversely impacted by changes in trade policies, including the imposition of tariffs, import/export

restrictions, or other trade barriers.

A significant portion of our products is manufactured in foreign countries, and as a result, we

are subject to tariffs, customs duties, and other trade-related costs.

While the recent tariffs imposed by President Trump don’t

apply to imports from Peru and Chile, if the U.S.

or other governments impose new or increased tariffs on goods imported from Peru or

other countries where we manufacture our products, it could increase our production costs, reduce our profit margins, and lead to higher

prices for consumers, potentially affecting demand for our products.

products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply

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regulate, among other things, with respect to our products and operations:

development, and manufacturing;

labeling, content, and language of instructions for use and storage;

sales, and distribution;

keeping procedures;

and promotion;

and corrective actions;

import and export.

design, development, and manufacturing;

testing, labeling, content, and language

of instructions for use and storage;

product safety;

marketing, sales, and distribution;

record keeping procedures;

advertising and promotion;

recalls and corrective actions;

product import and export.

laws and regulations affect various aspects of our business.

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third-party lawsuits such as:

penalties and civil lawsuits;

of distribution;

or seizures of products;

of distribution;

in the introduction of products into the market;

or partial suspension of production.

warning letters;

civil penalties and civil lawsuits;

termination of distribution;

recalls or seizures of products;

termination of distribution;

delays in the introduction of products into

total or partial suspension of production.

of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial

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Our substantial indebtedness could have important consequences, including:

ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions,

and general corporate or other purposes may be limited;

portion of our cash flows from operations will be dedicated to the payment of principal and interest on the indebtedness and will

not be available for other purposes, including operations, capital expenditures and future business opportunities;

may be vulnerable in a downturn in general economic conditions or in business or may be unable to carry on capital spending that

is important to our growth.

our ability to obtain additional debt or

equity financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other

purposes may be limited;

a portion of our cash flows from operations

will be dedicated to the payment of principal and interest on the indebtedness and will not be available for other purposes, including

operations, capital expenditures and future business opportunities;

we may be vulnerable in a downturn in general

economic conditions or in business or may be unable to carry on capital spending that is important to our growth.

Articles of Incorporation provide that the Nevada Eighth Judicial District Court of Clark County, Nevada shall be the exclusive forum

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these provisions of our Articles of Incorporation, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits

brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities

Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the

Securities Act or the rules and regulations thereunder, and notwithstanding the provisions of our Articles of Incorporation, compliance

with the federal securities laws and the rules and regulations thereunder may not be waived by our investors.

Accordingly, the exclusive

forum provision of our Articles of Incorporation would not apply to suits brought to enforce any liability or duty created by the Securities

Act, the Exchange Act the rules and regulations thereunder or any other claim for which the federal courts have exclusive or concurrent

jurisdiction, which may cause us to incur additional costs associated with resolving such actions in other jurisdictions.

brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of

the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules and regulations thereunder, and notwithstanding the provisions of our Articles of Incorporation,

compliance with the federal securities laws and the rules and regulations thereunder may not be waived by our investors.

the exclusive forum provision of our Articles of Incorporation would not apply to suits brought to enforce any liability or duty created

by the Securities Act, the Exchange Act the rules and regulations thereunder or any other claim for which the federal courts have exclusive

or concurrent jurisdiction, which may cause us to incur additional costs associated with resolving such actions in other jurisdictions.

choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for certain

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors