What changed in this filing

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Item 1A. Risk Factors

2023-08-14 compared with 2023-05-22 · 77 added, 6 removed, 1 unchanged (99% of the section changed)

In addition to the other information set forth

in this report, you should carefully consider the factors discussed in Part I, “Item 1A.

Risk Factors” in our Annual Report

on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition or future results.

While a major part of our business strategy

is to pursue strategic laboratory acquisitions, we may not be able to identify businesses for which we can acquire on acceptable terms,

face risks due to financing such acquisitions, and our acquisition strategy may result in significant costs or expose us to substantial

risks inherent in the acquired business’s operations.

Our strategy of pursuing strategic laboratory

acquisitions may be negatively impacted by several risks, including the following:

● We may not successfully identify companies that are complementary to our business or that can diversify

our revenue or enhance our ability to implement our business strategy;

● We may not successfully acquire companies if we fail to obtain financing, if we fail to negotiate the

acquisition on acceptable terms, or for other related reasons;

● We may incur additional expenses due to acquisition due diligence, including legal, accounting, consulting,

and other professional fees and disbursements.

Such additional expenses may be material, will likely not be reimbursed, and would increase

the aggregate cost of any acquisition;

● Any acquired business will expose us to the acquired company’s liabilities and to risks inherent

to its industry, and we may not be able to ascertain or assess all of the significant risks;

● We may require additional financing in connection with any future acquisition, and such financing may

adversely impact, or be restricted by, our capital structure or increase our indebtedness;

● Achieving the anticipated potential benefits of a strategic acquisition will depend in part on the successful

integration of the operations, administrative infrastructures, and personnel of the acquired company or companies in a timely and efficient

Some of the challenges involved in such an integration include:

(i) demonstrating to the customers of the acquired company that

the consolidation will not result in adverse changes in quality, customer service standards, or business focus;

(ii) preserving important

relationships of the acquired company;

(iii) coordinating sales and marketing efforts to effectively communicate the expanded capabilities

of the combined company;

and (iv) coordinating the supply chains.

Many of these factors will be outside of our control

and any one of them could result in increased costs and reduced profitability, increased losses, decreases in the amount of expected revenues

and diversion of our management’s time and attention.

They may also delay, decrease or eliminate the realization of some or all

of the benefits we anticipate when we enter into the transaction.

Our management team has limited experience in,

and limited time to dedicate to, pursuing, negotiating or integrating acquisitions.

If we do identify suitable candidates, we may not

be able to negotiate or consummate such acquisitions on favorable terms or at all.

Any acquisitions we complete may not achieve their

initially intended results and benefits, and may be viewed negatively by investors and other stakeholders.

We may undertake acquisitions financed in part

through public offerings or private placements of debt or equity securities, including through the new issuance of our common stock or

debt securities as consideration in an acquisition transaction.

Such acquisition financing could result in dilution to our current shareholders,

a decrease in our earnings and/or adversely affect our financial condition, liquidity or other leverage measures.

In addition to committing additional capital resources

to complete any acquisitions, substantial additional capital may be required to operate the acquired businesses following their acquisition.

Moreover, these acquisitions may result in significant financial losses if the intended objectives of the transactions are not achieved.

Some of the businesses we may acquire may have significant operating and financial challenges, requiring significant additional capital

commitments to overcome such challenges and adversely affecting our financial condition and liquidity.

Failure to implement our acquisition strategy,

including successfully integrating acquired businesses, could have a material adverse effect on our results of operations, financial condition

and cash flows.

Any future acquisitions could disrupt business

and harm our financial condition.

If we are successful in consummating acquisitions,

those acquisitions could subject us to a number of risks, including that:

● the purchase price we pay could significantly deplete our cash reserves or result in dilution to our existing

stockholders;

● we may find that the acquired company or assets do not improve our offerings or market position as planned;

● we may have difficulty integrating the operations and personnel of the acquired company;

● key personnel and customers of the acquired company may terminate their relationships with the acquired

company as a result of the acquisition;

● we may experience additional financial and accounting challenges and complexities in areas such as tax

planning and financial reporting;

● we may assume or be held liable for risks and liabilities as a result of our acquisitions, some of which

we may not discover during our due diligence or adequately adjust for in our acquisition arrangements;

● we may incur one-time write-offs or restructuring charges in connection with the acquisition;

● we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests,

which could result in future charges to earnings;

● we may not be able to realize the cost savings or other financial benefits we anticipated.

These factors could have a material adverse effect

on our business, financial condition, and operating results.

addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item

Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business,

financial condition or future results.

The risks described in our Annual Report on Form 10-K may not be the only risks facing us.

Additional risks and uncertainties not currently

known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating

risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our

business, financial condition and/or operating results.

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-Q

Item 1A. Risk Factors