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Item 1A. Risk Factors

2025-03-28 compared with 2024-04-10 · 413 added, 1013 removed, 27 unchanged (98% of the section changed)

Investing in our securities involves a high degree of risk.

should carefully consider the following information about these risks, together with the other information appearing elsewhere in this

report, including our financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis

of Financial Condition and Results of Operations,” before deciding to invest in our securities.

The occurrence of any of the following

risks could have a material and adverse effect on our business, reputation, financial condition, results of operations and future growth

prospects, as well as our ability to accomplish our strategic objectives.

As a result, the trading price of our securities could decline,

and you could lose all or part of your investment.

Additional risks and uncertainties not presently known to us or that we currently deem

immaterial may also impair our business operations and stock price.

As we have incurred recurring losses and negative operating cash

flows since our inception, there is no assurance that we will be able to continue as a going concern absent additional financing, which

we may not be able to obtain on favorable terms or at all.

We have incurred net losses since our incorporation in 2014 and we

cannot be certain if or when we will produce sufficient revenue from our operations to support our costs.

Even if profitability is achieved

in the future, we may not be able to sustain profitability on a consistent basis.

We expect to continue to incur substantial losses and

negative cash flow from operations for the foreseeable future.

Our future is dependent upon our ability to obtain financing and upon future

profitable operations from the sale of future sequencing products.

Our ability to obtain additional financing will be subject to a number

of factors, including market conditions, our operating performance and investor sentiment.

If we are unable to raise additional capital

when required or on acceptable terms, we may have to significantly delay, scale back or discontinue our operations or obtain funds by

entering into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our

relationships with third parties with whom we have business relationships, at least until additional funding is obtained.

have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that would likely

result in our stockholders losing some or all of their investment in us.

We do not have any credit facilities as a source of future funds, and

there can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all.

We may seek additional

capital through a combination of private and public equity offerings, debt financing and strategic collaborations.

If we raise additional

funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly

diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders.

Debt financing,

if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring

additional debt, could increase our expenses and require that our assets secure such debt.

Moreover, any debt we incur must be repaid

regardless of our operating results.

We are an early, commercial-stage company with a limited operating

We were incorporated in 2014 and we have had limited sales to date.

As such, we have limited historical financial data upon which to base our projected revenue, planned operating expenses or upon which

to evaluate us and our commercial prospects.

Based on our limited experience in developing and marketing our existing products and services

as well as launching new products, we may not be able to effectively:

drive adoption of our current and future products and services;

attract and retain customers for our products and services;

provide appropriate levels of customer training and support for our products and services;

implement an effective marketing strategy to promote awareness of our products and services;

develop, manufacture and commercialize new products or achieve an acceptable return on our manufacturing or research and development efforts and expenses;

anticipate and adapt to changes in our market or predict future performance;

accommodate customer expectations and demands with respect to our products and services;

grow our market share by marketing and selling our products and services to new and additional market segments;

maintain and develop strategic relationships with vendors and manufacturers to acquire necessary materials for the production of our existing or future products;

adapt or scale our manufacturing activities to meet potential demand at a reasonable cost;

avoid infringement and misappropriation of third-party intellectual property;

obtain any necessary licenses to third-party intellectual property on commercially reasonable terms;

obtain valid and enforceable patents that give us a competitive advantage;

protect our proprietary technology;

attract, retain and motivate qualified personnel.

If our tSMS sequencing instruments or sequencing services fail

to achieve and sustain sufficient market acceptance, we will not generate expected revenue and our business may not succeed.

We cannot be sure that our current or future tSMS sequencers or services

will gain acceptance in the marketplace at levels sufficient to support our costs.

We must successfully develop and commercialize our

technology for use in a variety of life sciences and other applications.

Even if we are able to implement our technology and develop products

successfully, we and/or our sales and distribution partners may fail to achieve or sustain market acceptance of our products across the

full range of our intended life science and other applications.

Our sequencing instruments require sequencing kits in order to produce

sequencing data at sufficient levels to generate expected revenue.

We will have to increase our internal capabilities and to collaborate

with other partners in order to successfully expand sales of our sequencing kits in the markets we seek to reach, which we may be unable

to do at the scale required to support our business.

Our research and development efforts may not result in the benefits

we anticipate, and our failure to successfully market, sell and commercialize our current and future sequencing instruments and services

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

We have dedicated significant resources to developing sequencing instruments

and services.

We are also engaged in substantial and complex research and development efforts, such as Direct RNA Sequencing (DRS™),

single cell sequencing, biomarker discovery, and epigenetic modification detection, which, if successful, may result in the introduction

of new products in the future.

Our research and development efforts are complex and require us to incur substantial expenses.

be able to develop and commercialize new products, or achieve an acceptable return, if any, on our research and development efforts and

There can also be no assurance that we will be able to develop and manufacture future sequencing instruments and applications

as a result of our research and development efforts, or that we will be able to market, sell and commercialize the products that result

from our research and development efforts.

We will need to expand our internal capabilities and seek new partnerships or collaborations

in order to successfully market, sell and commercialize the sequencing instruments and applications that we have developed in the markets

we seek to reach.

The pioneer of our tSMS technology, Helicos Biosciences Corporation,

was unable to successfully commercialize its tSMS product offerings and there can be no assurance that the business strategy that we have

developed and are pursuing to commercialize our tSMS offerings will be successful.

Our tSMS technology has been in development since 2004 at Helicos Biosciences

Corporation (“Helicos”), which pioneered the first generation tSMS technology resulting in its commercialization as the HeliScope

Genetic Analysis System.

Helicos was unable to successfully commercialize its product offerings and filed for protection under Chapter

11 of the United States Bankruptcy Code in 2012.

In 2013, Daniel Jones, a former scientist at Helicos and our current Chief Executive

Officer, formed our company to further the development of tSMS.

We then purchased much of our physical assets from Helicos, including,

among other items, sequencers, laboratory equipment, internal servers, protocols and data analysis procedures, through Helicos’

bankruptcy proceedings.

While we believe we have developed and are pursuing a unique business strategy for our company that is distinguishable

from the business strategy that was pursued by Helicos, there can be no assurance that our business strategy will be successful or that

we will ultimately be profitable.

If our current or future tSMS sequencers or services do not gain acceptance in the marketplace, our

business and financial condition would be harmed, and you could lose all or a portion of your investment in our securities.

If we are unable to successfully develop and timely manufacture

our sequencing instruments and reagents, our business may be adversely affected.

In light of the highly complex technologies involved in our sequencing

products, including instruments and reagents, there can be no assurance that we will be able to manufacture and commercialize our new

sequencing instruments and reagents on a timely basis or provide adequate support for such products.

The commercial success of our sequencers

and reagents depends on a number of factors, including performance and reliability, our anticipating and effectively addressing customer

preferences and demands, the success of our sales and marketing efforts, effective forecasting and management of instrument and sequencing

services demand, purchase commitments and inventory levels and effective management of manufacturing and supply costs.

Our ability to

manufacture benchtop sequencers and reagents could be negatively impacted by changes to personnel, hiring delays, resource availability,

supply chain disruption or facilities disruption, and may be insufficient to achieve customer acceptance and growth.

The development of our sequencing instruments and reagents is complex

and costly, requiring successful systems integration and reagent quality to generate usable data for customers and collaborators.

in the design or quality of our products may have a material and adverse effect on our brand, business, financial condition and operating

Unanticipated problems with our products could divert substantial resources, which may impair our ability to support our new

and existing products, and could substantially increase our costs.

If we encounter development challenges or discover errors in our products

late in our development cycle, we may be forced to delay product shipments or the scaling of manufacturing or supply.

The expenses or

losses associated with delayed or unsuccessful product development or lack of market acceptance of our new products could materially and

adversely affect our business, financial condition and results of operations.

We must successfully manage new product introductions and transitions

related to the tSMS technology, we may incur significant costs during these transitions, and they may not result in the benefits we anticipate.

The introduction of future products may lead to our limiting or ceasing

development of further enhancements to our existing sequencing instruments and applications, as we focus our resources on new products,

and could result in reduced marketplace acceptance and loss of sales of our existing sequencing instruments or sequencing services, which

could materially adversely affect our revenue and operating results.

The introduction of new products may also have a negative impact

on our revenue in the near-term as our current and future customers may delay or cancel orders of existing sequencing instruments or sequencing

services in anticipation of new products and we may also be pressured to decrease prices for our existing products.

Further, we could

experience difficulty in managing or forecasting customer reactions, purchasing decisions or transition requirements with respect to newly-launched

sequencing instruments or sequencing services.

We could incur significant costs in completing the transitions, including costs of inventory

write-downs of our products, as current or future customers transition to the new products.

If we do not successfully manage these product

transitions, our business, reputation and financial condition may be materially and adversely affected.

Our future capital needs are uncertain, and we may need to raise

additional funds to support those needs.

To date, we have relied primarily on private debt

and equity financing to carry on our business as well as modest revenues generated from the sales of products and services.

We have limited

financial resources, negative cash flow from operations and no assurance that sufficient funding will be available to us to fund our operating

expenses and to further our product development efforts.

Based on these and other factors, in our audited consolidated financial statements

for the years ended December 31, 2023 and 2022, we concluded that this circumstance raised substantial doubt about our ability to continue

as a going concern within one year from the original issuance date of such financial statements.

Similarly, in its report on the consolidated

financial statements for the years ended December 31, 2023 and 2022, our independent registered public accounting firm included an emphasis

of matter paragraph stating that our recurring losses from operations and continued cash outflows from operating activities raised substantial

doubt about our ability to continue as a going concern.

Our consolidated financial statements for the years ended December 31, 2023 and

2022 do not include any adjustments that may result from the outcome of this uncertainty.

We anticipate that we will need to raise additional

capital to fund our operations while we implement and execute our business plan.

We currently do not have any contracts or commitments

for additional financing.

However, we expect to seek significant future financing, namely to:

expand our sales and marketing efforts to further commercialize our products and services;

hire additional personnel;

add operational, financial and management information systems;

expand our research and development efforts to improve our product offerings and to successfully launch new products;

enter into collaboration agreements, if any, or in-license other products and technologies;

seek FDA approval to market our existing products or new products that would be utilized for diagnostic purposes.

Our future funding requirements will depend on many factors, including:

market acceptance of our products;

the cost and timing of establishing additional sales, marketing and distribution capabilities;

the cost of our research and development activities;

the success of our existing distribution and marketing arrangements and our ability to enter additional arrangements in the future;

the effect of competing technological and market developments.

We cannot assure you that we will be able to obtain additional funds

on acceptable terms, or at all.

Our ability to obtain additional financing will be subject to market conditions, our operating performance

and investor sentiment, among other factors.

If we raise additional funds by issuing equity or equity-linked securities, our stockholders

may experience dilution.

Future debt financing, if available, may involve covenants restricting our operations or our ability to incur

additional debt.

Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law, you are advised to consult any additional disclosures we make in the documents that we file with the SEC.

You should also refer to the other information set forth in this report, including the information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as in our consolidated financial statements the related notes.

Our business prospects, financial condition or results of operations could be adversely affected by any of the following risks.

Risks Related to Lyneer’s Business

While Lyneer’s historical financial statements report net losses primarily as a result of its accounting for its acquisition by IDC in August 2021 and in 2024 for transaction costs in connection with the Merger, there can be no assurance of profitability post-Merger.

Atlantic has reported a net loss of $135,479,890 for the year ended December 31, 2024 and net losses of $15,252,020 and $3,221,058 for the years ended December 31, 2023 and 2022, respectively.

The consolidated financial statements of Lyneer since August 31, 2021 reflect the post-acquisition activity of Lyneer since its acquisition by IDC.

The loss for the year ended December 31, 2024, resulted primarily from:

(i) selling, general and administrative costs of $45,441,659 due primarily to higher transaction costs related to the Merger, (ii) $43,000,000 of stock based compensation paid to the stockholders of Atlantic Acquisition Corp.

for advisory services in connection with the Merger and (iii) $52,047,957 related to a potential settlement for legacy stockholders and stock compensation expense related to third parties as advisors to the Company.

There can be no assurance that Lyneer will operate profitably in the future.

Lyneer has a significant amount of debt obligations and its failure to restructure or pay such obligations when due could have a material adverse impact on Lyneer’s financial condition and long-term viability.

In addition to the Merger Note to IDC, in the principal amount of $35 million, issued at the closing of the Merger, Lyneer’s existing debt obligations currently include all of the debt obligations of IDC as a co-borrower as all of the loan arrangements entered into by Lyneer and IDC provide that such parties are jointly and severally liable for the full amount of the indebtedness.

While Lyneer is legally jointly and severally liable for IDC’s debt obligations, as of the date of the Merger, the Company deconsolidated its joint and several debt obligations as it is reasonably probable that IDC has the ability to repay their portion.

At December 31, 2024, such indebtedness totaled approximately $104,045,357.

The joint indebtedness of Lyneer and IDC is made up of a revolving credit facility and a term loan from their senior lenders and

promissory notes that are payable to the two prior owners of Lyneer.

Currently, and until such obligations are either repaid in full or restructured by the lenders to release Lyneer as an obligor on such indebtedness, if IDC cannot, or does not, repay any portion of the debt owed by IDC, Lyneer could be responsible for repaying all of the outstanding obligations and Lyneer’s current operations are not expected to be sufficient to make all of the necessary payments.

Pursuant to an Allocation Agreement dated as of December 31, 2023, IDC agreed with Lyneer to assume responsibility for all payments under the term loan and the promissory notes payable to the two prior owners of Lyneer (the “Assumed Debt”), and all but $42,508,379 that was outstanding under the revolving credit facility as of December 31, 2024.

However, until such time as Lyneer’s joint and several debt obligations are restructured, the agreement of IDC to assume all but Lyneer’s $42,508,379 of the joint indebtedness is being given effect solely for accounting purposes, although Lyneer will remain a joint and several obligor on such indebtedness and will be obligated to pay such indebtedness if IDC does not do so.

In addition, under the Allocation Agreement, IDC and Prateek Gattani, IDC’s Chief Executive Officer and our Chairman of the Board, have agreed for IDC to work with Lyneer to implement a plan to refinance or otherwise satisfy the Assumed Debt and to restructure their revolving credit facility with current credit availability of up to $60,000,000 for which Lyneer is currently jointly and severally liable with IDC so that Lyneer will be obligated for only its portion under the facility.

Lyneer intends to enter into a new revolving credit facility with its current lender or a new lender that will be supportable by Lyneer’s stand-alone borrowing base and is expected to be on terms similar to those of the existing agreement.

It is contemplated that the new credit facility will provide credit availability to Lyneer of up to $60,000,000 and will replace Lyneer’s remaining obligations under the existing revolving credit facility.

However, there can be no assurance that Lyneer will be able to refinance its credit facility or support its continuing indebtedness, to generate revenues sufficient in amount to enable us to pay our indebtedness under the Merger Note, or to repay or refinance any such indebtedness when due.

Lyneer’s failure to comply with its obligations under its existing indebtedness following the Merger, or to repay or refinance such indebtedness when due, including our indebtedness under the Merger Note, would likely have a material adverse impact on our financial condition and long-term viability.

Lyneer will remain jointly and severally liable for the Assumed Debt until such indebtedness is restructured to remove Lyneer as an obligor or such indebtedness is paid in full.

As described in the previous risk factor, notwithstanding the deconsolidation of debt for accounting purposes, Lyneer remains legally jointly and severally liable as a co-borrower with IDC on all loan arrangements for which they are now jointly liable until such time as such loan arrangements are restructured or paid in full.

The assets of Lyneer have been pledged to the senior lender under the revolving credit facility and, in connection with the closing of the Merger, were pledged to the lender under the term loan our equity interests in Lyneer, our sole operating subsidiary, as collateral for the repayment of such loan.

In the event Lyneer or IDC is unable to restructure or repay their joint and several indebtedness, or there occurs any other event of default under the revolving credit facility or the term loan, including, but not limited to, completion of an Initial Capital Raise (as defined), the lenders under the revolving credit facility and the term loan will be able to foreclose upon the equity and assets of Lyneer, which could result in a loss of your investment.

As of the date of this Report, the dates for compliance have passed without being fulfilled;

however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer;

however, there can be no guarantee that the lenders will continue to work with Lyneer amicably.

Notwithstanding the fact that IDC and Prateek Gattani have agreed to repay the joint and several indebtedness under the Allocation Agreement, IDC has been unable to repay such indebtedness and Lyneer may be required to make such payments.

In such event, IDC would then be required to repay Lyneer for the amounts paid on IDC’s behalf.

The failure of IDC to either restructure the existing joint and several obligations to remove Lyneer as a co-borrower and/or to repay the joint and several indebtedness would be expected to have a material adverse impact on Lyneer’s financial condition and its long-term viability and the market price of our common stock and there is no guarantee that the lenders will continue to work with the Company amicably.

Lyneer has been in default under its principal credit facilities and outstanding promissory notes and any future defaults by Lyneer under its credit facilities could have a material adverse impact on Lyneer’s financial condition and long-term viability.

Lyneer has entered into several debt facilities under which it is jointly and severally liable for repayment with IDC.

Lyneer was not in compliance with all of its covenants under its revolving credit facility as of June 30, 2023.

Since July 2023, Lyneer has entered into forbearance agreements with its lenders pursuant to which it received waivers of its existing events of default.

On August 12, 2024, IDC and Lyneer entered into new limited consent and forbearance agreements with the lenders under which the lenders agreed, to waive all existing events of default and to forbear from exercising their rights and remedies and any Initial Capital Raise with respect to such events of default through December 31, 2024.

However, Lyneer was unable to complete an Initial Capital Raise of at least $20 million prior to September 15, 2024.

As of the date of this

Report, the dates for compliance have passed without being fulfilled;

however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer.

Even if IDC pays in full the term loan and the promissory notes payable to the prior sellers of Lyneer and Lyneer is successful in restructuring its obligations under the revolving credit facilities, there can be no assurance that all conditions subsequent will be satisfied and that Lyneer will be able to comply with all of its obligations under such credit facilities.

Any failure on the part of Lyneer to comply with its obligations under the credit facilities could result in a default which would be expected to have a material adverse impact on Lyneer’s financial condition and its long-term viability and there is no guarantee that the lenders will continue to work with Lyneer amicably.

See Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Lyneer operates in an intensely competitive and rapidly changing business environment, and there is a substantial risk that its services could become obsolete or uncompetitive .

The markets for Lyneer’s services are highly competitive.

Lyneer’s markets are characterized by pressures to provide high levels of service, incorporate new capabilities and technologies, accelerate job completion schedules and reduce prices.

Furthermore, Lyneer faces competition from a number of sources, including other executive search firms and professional search, staffing and consulting firms.

Several of Lyneer competitors have greater financial and marketing resources than Lyneer does.

New and current competitors are aided by technology, and the market has low barriers to entry and similarly such technologies have allowed employers to find workers without the help of traditional agencies.

Specifically, the increased use of the internet may attract technology-oriented companies to the professional staffing industry.

Free social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing company.

Lyneer’s future success depends largely upon its ability to anticipate and keep pace with those developments and advances.

Current or future competitors could develop alternative capabilities and technologies that are more effective, easier to use or more economical than Lyneer’s services.

In addition, Lyneer believes that, with continuing development and increased availability of information technology, the industries in which Lyneer competes may attract new competitors.

If Lyneer’s capabilities and technologies become obsolete or uncompetitive, its related sales and revenue would decrease.

Due to competition, Lyneer may experience reduced margins on its services, loss of market share, and loss of customers.

If Lyneer is not able to compete effectively with current or future competitors as a result of these and other factors, Lyneer’s business, financial condition and results of operations could be materially adversely affected.

We will be required to raise additional funds prior to the maturity date of the Merger Note to repay such note and our other outstanding indebtedness and to support our future capital needs.

We believe our cash on hand and cash generated from operations, will not be sufficient to pay the Merger Note and our other outstanding indebtedness in full when due and to fund our ongoing operations.

As stated above, Lyneer has been in default under its principal credit facilities and outstanding promissory notes and any future defaults by Lyneer under its credit facilities could have a material adverse impact on Lyneer’s financial condition and long-term viability.

Under the forbearance agreements dated August 12, 2024, we were required to seek at least $20 million future financing prior to September 15, 2024, and on or before September 30, 2024, to restructure the outstanding indebtedness that is the subject of such forbearance agreements.

We will be required to seek financing to pay or refinance our other outstanding indebtedness.

As of the date of this Report, the dates for compliance have passed without being fulfilled;

however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer;

however, there can be no guarantee that the lenders will continue to work with Lyneer amicably.

We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all.

Our ability to obtain additional financing will be subject to market conditions, our operating performance and investor sentiment, among other factors.

If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution.

Future debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt.

Any debt or equity financing may contain terms that are not favorable to us or our stockholders.

If we raise additional

funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies

or our products, or grant licenses on terms that are not favorable to us.

If we do not have, or are not able to obtain, sufficient funds,

we may have to delay development or commercialization of our products.

We also may have to reduce marketing, customer support or other

resources devoted to our products or cease operations.

Any of these factors could have a material adverse effect on our financial condition,

operating results and business.

We rely on other companies for certain components and materials

and intend to outsource sub-assembly manufacturing in the future.

We may not be able to successfully assemble or manufacture reagents

and instruments or scale the manufacturing process necessary to build and test multiple products on a full commercial basis, which could

materially harm our business.

Our products are complex and involve a large number of unique components,

many of which require precision in manufacturing that is performed in-house using third-party components.

The nature of our products requires

significant use of customized components that are currently available only from a limited number of sources, and in some cases, single

If we are required to purchase these components from alternative sources, it could take several months or longer to qualify

the alternative sources.

If we are unable to secure a sufficient supply of these product components on a timely basis, or if these components

do not meet our expectations or specifications for quality and functionality, our operations and manufacturing will be materially and

adversely affected, we could be unable to meet customer demand and our business and results of operations may be materially and adversely

The operations of our suppliers could be disrupted by conditions unrelated

to our business or operations or that are beyond our control, including but not limited to international trade restrictions or changes

resulting from factors beyond our control.

If our suppliers are unable or fail to fulfill their obligations to us for any reason, we may

not be able to manufacture our instruments or reagents and satisfy customer demand or our obligations under sales agreements in a timely

manner, and our business could be harmed as a result.

Our current manufacturing process is characterized by long lead times between the

placement of orders for and delivery of our products.

If we have received insufficient components to manufacture our products on a timely

basis to meet customer demand, our sales and our gross margin may be adversely affected, and our business could be materially harmed.

If we are unable to reduce our manufacturing costs and establish and maintain reliable, high-volume manufacturing suppliers as we scale

our operations, our business could be materially harmed.

We may be unable to consistently manufacture our instruments

and reagents to the necessary specifications or in quantities necessary to meet demand at an acceptable cost.

In order to successfully generate revenue from our products, we need

to supply our customers with products that meet their expectations relating to read length, error rates and data yield in accordance with

established specifications.

There is no assurance that we will be able to manufacture our products so that they consistently achieve the

product specifications and quality that our customers expect, including any products developed for clinical uses.

Problems in the design

or quality of our products may have a material adverse effect on our brand, business, financial condition, and operating results.

is also no assurance that we will be able to increase manufacturing output and decrease costs, or that we will be successful in forecasting

customer demand or manufacturing and supply costs.

Furthermore, we may not be able to increase manufacturing to meet anticipated demand

or may experience downtime in our existing or new manufacturing facilities.

An inability to manufacture sequencing instruments and reagents

or provide sequencing services, that consistently meet specifications, in necessary quantities and at commercially acceptable costs, will

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

Rapidly-changing technology in life sciences and diagnostics

could make our technology obsolete unless we continue to develop and commercialize new and improved products and pursue new market opportunities.

The biotechnology industry is characterized by rapid and significant

technological changes, frequent new product introductions and enhancements and evolving industry standards.

Our future success will depend

on our ability to continually improve our products, to develop and introduce new products that address the evolving needs of our customers

on a timely and cost-effective basis and to pursue new market opportunities.

These new market opportunities may be outside the scope of

our proven expertise or in areas where the market demand is unproven, and new products and services developed by us may not gain market

Our inability to develop and introduce new products and to gain market acceptance of such products could harm our future operating

Unanticipated difficulties or delays in replacing existing products with new products or other new or improved products in sufficient

quantities to meet customer demand could diminish future demand for our products and harm our future operating results.

Increased market adoption of our products by customers may depend

on the availability of sample preparation and informatics tools, some of which may be developed by third parties.

Our commercial success may depend in part upon the development of sample

preparation and software by third parties for use with our sequencing and data analysis workflow.

We cannot guarantee that third parties

will develop tools that our current and future customers will find useful with our sequencing instruments given that our sample preparation

methods are uniquely tailored to single molecule sequencing.

Similarly, as our sequencing methodology does not require amplification and

bridge PCR, the downstream data analysis tools required for informatics analysis are specialized.

A lack of complementary sample preparation

options and software to enable broader usability may impede the adoption of our technology and may materially and adversely impact our

We operate in a highly competitive industry and if we are not

able to compete effectively, our business and operating results will likely be harmed.

Some of our current competitors, including Illumina, Inc., Pacific

Biosciences of California, Inc., Thermo Fisher Scientific Inc., and BGI Group (formerly known as the Beijing Genomic Institute) as well

as other potential competitors, have greater name recognition, more substantial intellectual property portfolios, longer operating histories,

significantly greater financial, technical, research and/or other resources, more experience in new product development, larger and more

established manufacturing capabilities and marketing, sales and support functions, and/or more established distribution channels to deliver

products to customers than we do.

These competitors may be able to respond more quickly and effectively than we can to new or changing

opportunities, technologies, standards or customer requirements.

In light of these advantages, even if our technology is more effective

than the products or service offerings of our competitors, current and potential customers might purchase competitive products and services

instead of our products.

There are also several companies that are in the process of developing or have already developed new, potentially

competing technologies, products and/or services.

Increased competition may result in pricing pressures, which could harm our sales, profitability

or market share.

Our failure to further enhance our existing products and to introduce new products to compete effectively could materially

and adversely affect our business, financial condition or results of operations.

Single molecule sequencers are highly complex, have recurring

support requirements and could have unknown defects or errors, which may give rise to claims against us or divert application of our resources

from other purposes.

Products using our technology are highly complex and may develop or

contain undetected defects or errors.

Despite testing, defects or errors may arise in our products, which could result in a failure to

maintain or increase market acceptance of our products, diversion of development resources, injury to our reputation and increased warranty,

service and maintenance costs.

New products or enhancements to our existing products in particular may contain undetected errors or performance

problems that are discovered only after delivery to customers.

If our products have reliability or other quality issues or require unexpected

levels of support in the future, the market acceptance and utilization of our products may not grow to levels sufficient to support our

costs and our reputation and business could be harmed.

We generally ship our sequencing instruments with one year of service included

in the purchase price with an option to purchase one or more additional years of service.

We also provide a warranty for our sequencing

kits, which is generally limited to replacing, or at our option, giving credit for any sequencing kit with defects in material or workmanship.

Defects or errors in our products may also discourage customers from purchasing our products.

The costs incurred in correcting any defects

or errors may be substantial and could materially and adversely affect our operating margins.

If our service and support costs increase,

our business and operations may be materially and adversely affected.

In addition, such defects or errors could lead to the filing of product

liability claims against us or against third parties who we may have an obligation to indemnify against such claims, which could be costly

and time-consuming to defend and result in substantial damages.

Although we have product liability insurance, any product liability insurance

that we have or procure in the future may not protect our business from the financial impact of a product liability claim.

may not be able to obtain adequate insurance coverage on acceptable terms.

Any insurance that we have or obtain will be subject to deductibles

and coverage limits.

A product liability claim could have a serious adverse effect on our business, financial condition and results of

We depend on the continuing efforts of our senior management

team and other key personnel.

If we lose members of our senior management team or other key personnel or are unable to successfully retain,

recruit and train qualified scientists, engineers and other personnel, our ability to maintain and develop our products could be harmed

and we may be unable to achieve our goals.

Our future success depends upon the continuing services of members

of our senior management team and scientific and engineering personnel.

We compete for qualified management and scientific personnel with

other life science companies, academic institutions and research institutions, particularly those focusing on genomics.

If one or more

of our senior executives or other key personnel is unable or unwilling to continue in their present positions, we may not be able to replace

them easily or at all, and other senior management may be required to divert attention from other aspects of the business.

we do not have “key person” life insurance policies covering any member of our management team or other key personnel.

loss of any of these individuals or our inability to attract or retain qualified personnel, including scientists, engineers and others,

could prevent us from pursuing collaborations and materially and adversely affect our support of existing products, product development

and introductions, business growth prospects, results of operations and financial condition.

A significant portion of our potential sales depends on customers’

spending budgets that may be subject to significant and unexpected variation which could have a negative effect on the demand for our

Our instruments represent significant capital expenditures for our

Potential customers for our current or future products include academic and government institutions, genome centers, medical

research institutions, clinical laboratories, pharmaceutical, agricultural, biotechnology, diagnostic and chemical companies.

Their spending

budgets can have a significant effect on the demand for our products.

Spending budgets are based on a wide variety of factors, including

the allocation of available resources to make purchases, funding from government sources which is highly uncertain and subject to change,

the spending priorities among various types of research equipment and policies regarding capital expenditures during economically uncertain

Any decrease in capital spending or change in spending priorities of our current and potential customers could significantly

reduce the demand for our products.

Any delay or reduction in purchases by potential customers or our inability to forecast fluctuations

in demand could harm our future operating results.

Delivery of our reagents could be delayed or disrupted by factors

beyond our control, and we could lose customers as a result.

We rely on third-party carriers for the timely delivery of our products

both domestically and internationally.

As a result, we are subject to carrier disruptions and increased costs that are beyond our control.

Any failure to deliver products to our customers in a safe and timely manner may damage our reputation and brand and could cause us to

lose customers.

If our relationship with any of these third-party carriers is terminated or impaired or if any of these carriers are unable

to deliver our products, the delivery and acceptance of our products by our customers may be delayed, which could harm our business and

financial results.

Specific reagents utilized in our sequencing reactions are temperature-sensitive and are required to be kept and stored

in a temperature-controlled method in order to properly ship.

In addition, many of the raw materials used during the manufacturing process

of our reagents require temperature control during shipment.

The failure to deliver our products in a safe, temperature-controlled, and

timely manner may harm our relationship with our customers, increase our costs and otherwise disrupt our operations.

We are, and may become, subject to governmental regulations that

may impose burdens on our operations, and the markets for our products may be narrowed.

We are subject, both directly and indirectly, to the adverse impact

of government regulation of our operations and markets.

Moreover, the life sciences industry, which is expected to be one of the primary

markets for our technology, has historically been heavily regulated.

There are, for example, laws in several jurisdictions restricting

research in genetic engineering, which may narrow our markets.

At a minimum, biosafety regulations enforced by local government must be

followed and updated should new regulations pass the approval process.

Given the evolving nature of this industry, legislative bodies

or regulatory authorities may adopt additional regulations that may adversely affect our market opportunities.

Additionally, if ethical

and other concerns surrounding the use of genetic information, diagnostics or therapies become widespread, there may be less demand for

our products.

Our business is also directly affected by a wide variety of government

regulations applicable to business enterprises generally and to companies operating in the life science industry in particular.

to comply with government regulations or obtain or maintain necessary permits and licenses could result in a variety of fines or other

censures or an interruption in our business operations which may have a negative impact on our ability to generate revenue and the cost

of operating our business.

In addition, changes to laws and government regulations could cause a material adverse effect on our business

as we will need to adapt our business to comply with such changes.

Our products could become subject to regulation by the U.S.

and Drug Administration or other domestic and international regulatory agencies, which could increase our costs and impede or delay our

commercialization efforts, thereby materially and adversely affecting our business and results of operations.

Our products are not currently subject to the FDA clearance or approval

since they are not intended for use in the diagnosis or treatment of disease.

However, in the future, certain of our products or related

applications, such as those that may be developed for clinical uses, could be subject to FDA regulation, or the FDA’s regulatory

jurisdiction could be expanded to include our products.

Even where a product is exempted from FDA clearance or approval, the FDA may impose

restrictions as to the types of customers to which we or our partners can market and sell our products.

Such regulation and restrictions

may materially and adversely affect our business, financial condition and results of operations.

In the event that we fail to obtain and

maintain necessary regulatory clearances or approvals for products that we develop for clinical uses, or if clearances or approvals for

future products and indications are delayed or not issued, our commercial operations may be materially harmed.

Furthermore, even if we

are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the product, which

may limit the market for the product.

We do not have experience in obtaining FDA approvals and no assurance can be given that we will

be able to obtain or to maintain such approvals.

Furthermore, any approvals that we may obtain can be revoked if safety or efficacy problems

We believe we can produce accurate financial statements on a

timely basis, however, this could be impacted by the loss of any of our accounting staff, which would adversely affect our business and

our stock price.

Ensuring that we have adequate internal financial and accounting controls

and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to

be evaluated frequently.

We believe our ability to produce accurate financial statements on a timely basis could be impaired due to our

small internal accounting team.

We may in the future discover other areas of our internal financial and accounting controls and procedures

that need improvement.

Operating as a public company requires sufficient resources within the accounting and finance functions in order

to produce timely financial information, ensure the level of segregation of duties, and maintain adequate internal control over financial

reporting customary for a U.S.

public company.

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the

preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States

Our management does not expect that our internal control over financial reporting will prevent or detect all errors and all

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control

system’s objectives will be met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide

absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any,

within our company will have been detected.

Our ability to use net operating losses to offset future taxable

income may be subject to substantial limitations.

Under Section 382 of the Internal Revenue Code, a corporation

that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses

(“NOLs”) to offset future taxable income.

Significant changes in our stock ownership could result in us being unable to utilize

a material portion of our NOLs even if we attain profitability.

Our sales cycle is unpredictable and lengthy, which makes it

difficult to forecast revenue and may increase the magnitude of quarterly or annual fluctuations in our operating results.

The sales cycle for our sequencing instruments is lengthy because our

products represent a major capital expenditure and generally require the approval of our customers’ senior management.

contribute to substantial fluctuations in our quarterly or annual operating results, particularly during the periods in which our sales

volume is low.

Factors that may cause fluctuations in our quarterly or annual operating results include, without limitation:

market acceptance for our products;

our ability to attract new customers;

publications of studies by us, competitors or third parties;

the timing and success of new product introductions by us or our competitors or other changes in the competitive dynamics of our industry, such as consolidation;

the amount and timing of our costs and expenses;

general economic, industry and market conditions;

changes in our pricing policies or those of our competitors;

the regulatory environment;

expenses associated with warranty costs or unforeseen product quality issues;

the hiring, training and retention of key employees, including our ability to grow our sales organization;

litigation or other claims against us for intellectual property infringement or otherwise;

our ability to obtain additional financing as necessary;

changes or trends in new technologies and industry standards.

Because of these fluctuations, it is likely that in some future quarters

our operating results will fall below the expectations of securities analysts or investors.

Our operations involve the use of hazardous materials, and we

must comply with environmental, health and safety laws, which can be expensive and may adversely affect our business, operating results

and financial condition.

Our research and development and manufacturing activities involve the

use of hazardous materials, including chemicals and biological materials.

Our sequencing reagents, such as tris (2-carboxyethyl) phosphine

and acetonitrile, include hazardous materials.

Accordingly, we are subject to federal, state, local and foreign laws, regulations and

permits relating to environmental, health and safety matters, including, among others, those governing the use, storage, handling, exposure

to and disposal of hazardous materials and wastes, the health and safety of our employees, and the shipment, labelling, collection, recycling,

treatment and disposal of products containing hazardous materials.

Liability under environmental laws and regulations can be joint and

several and without regard to fault or negligence.

For example, under certain circumstances and under certain environmental laws, we could

be held liable for costs relating to contamination at our or our predecessors’ past or present facilities and at third-party waste

disposal sites.

We could also be held liable for damages arising out of human exposure to hazardous materials.

There can be no assurance

that violations of environmental, health and safety laws will not occur as a result of human error, accident, equipment failure or other

The failure to comply with past, present or future laws could result in the imposition of substantial fines and penalties, remediation

costs, property damage and personal injury claims, investigations, the suspension of production or product sales, the loss of permits

or a cessation of operations.

Any of these events could harm our business, operating results and financial condition.

We also expect that

our operations will be affected by new environmental, health and safety laws and regulations on an ongoing basis, or more stringent enforcement

of existing laws and regulations.

New laws or changes to existing laws may result in additional costs and may increase penalties associated

with violations or require us to change the content of our products or how we manufacture them, which could have a material adverse effect

on our business, operating results and financial condition.

Ethical, legal, privacy and social concerns or governmental restrictions

surrounding the use of genetic information could reduce demand for our technology.

Our products may be used to provide genetic information about humans

and other living organisms.

The information obtained from our products could be used in a variety of applications that may have underlying

ethical, legal, privacy and social concerns, including the genetic engineering or modification of agricultural products or testing for

genetic predisposition for certain medical conditions.

Governmental authorities could, for safety, social or other purposes, call for

limits on or regulation of the use of genetic testing.

Such concerns or governmental restrictions could limit the use of our products,

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

Disruption of critical information technology systems or material

breaches in the security of our systems could harm our business, customer relations and financial condition.

Information technology (“IT”) helps us to operate efficiently,

interface with customers, maintain financial accuracy and efficiently and accurately produce our financial statements.

IT systems are

used extensively in virtually all aspects of our business, including sales forecast, order fulfilment and billing, customer service, logistics,

and management of data from running samples on our products.

Our success depends, in part, on the continued and uninterrupted performance

of our IT systems.

IT systems may be vulnerable to damage from a variety of sources, including telecommunications or network failures,

power loss, natural disasters, human acts, computer viruses, computer denial-of-service attacks, unauthorized access to customer or employee

data or company trade secrets, and other attempts to harm our systems.

Certain of our systems are not redundant, and our disaster recovery

planning is not sufficient for every eventuality.

Despite any precautions we may take, such problems could result in, among other consequences,

disruption of our operations, which could harm our reputation and financial results.

If we do not allocate and effectively manage the resources necessary

to build and sustain the proper IT infrastructure, we could be subject to transaction errors, processing inefficiencies, loss of customers,

business disruptions or loss of or damage to intellectual property through security breach.

If our data management systems do not effectively

collect, store, process and report relevant data for the operation of our business, whether due to equipment malfunction or constraints,

software deficiencies or human error, our ability to effectively plan, forecast and execute our business plan and comply with applicable

laws and regulations will be impaired, perhaps materially.

Any such impairment could materially and adversely affect our reputation, financial

condition, results of operations, cash flows and the timeliness with which we report our internal and external operating results.

Security breaches and other disruptions could compromise our

information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive

data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners,

and personally identifiable information of our employees, on our networks.

The secure processing, maintenance and transmission of this

information is critical to our operations.

Despite our security measures, our IT infrastructure may be vulnerable to attacks by hackers,

computer viruses, malicious codes, unauthorized access attempts, and cyber- or phishing-attacks, or breached due to employee error, malfeasance,

faulty password management or other disruptions.

Third parties may attempt to fraudulently induce employees or other persons into disclosing

usernames, passwords or other sensitive information, which may in turn be used to access our IT systems, commit identity theft or carry

out other unauthorized or illegal activities.

Any such breach could compromise our networks and the information stored there could be

accessed, publicly disclosed, lost or stolen.

Any such access, disclosure or other loss of information could result in legal claims or

proceedings, liability under laws that protect the privacy of personal information, disruption of our operations and damage to our reputation,

which could divert our management’s attention from the operation of our business and materially and adversely affect our business,

revenues and competitive position.

Moreover, we may need to increase our efforts to train our personnel to detect and defend against cyber-

or phishing-attacks, which are becoming more sophisticated and frequent, and we may need to implement additional protective measures to

reduce the risk of potential security breaches, which could cause us to incur significant additional expenses.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of those securities could result in substantial dilution for our current stockholders.

The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding.

We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes.

The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market

price of our common stock to decline further and existing stockholders may not agree with our financing plans or the terms of such financings.

In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs.

We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all.

If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and we ultimately could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive any distribution on their shares.

Further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

Lyneer’s debt instruments contain covenants that could limit its financing options and liquidity position, which would limit its ability to grow its business.

Covenants in Lyneer’s debt instruments impose operating and financial restrictions on Lyneer.

These restrictions prohibit or limit its ability to, among other things:

• pay cash dividends to its stockholders, subject to certain limited exceptions;

• redeem or repurchase its common stock or other equity;

• incur additional indebtedness;

• permit liens on assets;

• make certain investments (including through the acquisition of stock, shares, partnership or limited liability company interests;

any loan, advance or capital contribution);

• sell, lease, license, lend or otherwise convey an interest in a material portion of our assets;

• sell or otherwise issue shares of its common stock or other capital stock subject to certain limited exceptions.

Lyneer’s failure to comply with the restrictions in its debt instruments could result in events of default, which, if not cured or waived, could result in Lyneer being required to repay these borrowings before their due date.

The holders of Lyneer’s debt may require fees and expenses to be paid or other changes to terms in connection with waivers or amendments.

If Lyneer is forced to refinance these borrowings on less favorable terms, Lyneer’s results of operations and financial condition could be adversely affected by increased costs and rates.

In addition, these restrictions may limit its ability to obtain additional financing, withstand downturns in its business or take advantage of business opportunities.

Lyneer faces risks associated with litigation and claims.

Lyneer and certain of its subsidiaries may be named as defendants in lawsuits from time to time that could cause them to incur substantial liabilities.

Lyneer and certain of its subsidiaries are currently defendants in several actual or asserted class and representative action lawsuits brought by or on behalf of their current and former employees alleging violations of federal and state law with respect to certain wage and hour related matters, among other claims.

The various claims made in one or more of such lawsuits include, among other things, the misclassification of certain employees as exempt employees under applicable law, failure to comply with wage statement requirements, failure to compensate certain employees for time spent performing activities related to the interviewing process, and other related wage and hour violations.

Such suits seek, as applicable, unspecified amounts for unpaid overtime compensation, penalties, and other damages, as well as attorneys’ fees.

While all of Lyneer’s existing material litigation are subject to pending settlement approvals by the applicable courts, there can be no assurance that such settlements will be approved by the courts.

As a result, it is not possible to predict the outcome of these lawsuits.

Notwithstanding the proposed settlements, these lawsuits, and future lawsuits that may be brought against Lyneer or its subsidiaries, may consume substantial amounts of Lyneer’s financial and managerial resources and might result in adverse publicity, regardless of the ultimate outcome of the lawsuits.

An unfavorable outcome with respect to these lawsuits and any future lawsuits or regulatory proceedings could, individually or in the aggregate, cause Lyneer to incur substantial liabilities or impact its operations in such a way that may have a material adverse effect upon Lyneer’s business, financial condition or results of operations.

In addition, an

unfavorable outcome in one or more of these cases could cause Lyneer to change its compensation plans for its employees, which could have a material adverse effect upon Lyneer’s business.

See Part I, Item 3 — Business — Legal Proceedings .

Lyneer’s revenue can vary because its customers can terminate their relationship with them at any time with limited or no penalty.

Lyneer focuses on providing mid-level professional and light industrial personnel on a temporary assignment-by-assignment basis, which customers can generally terminate at any time or reduce their level of use when compared with prior periods.

To avoid large placement agency fees, large companies may use in-house personnel staff, current employee referrals, or human resources consulting companies to find and hire new personnel.

Because placement agencies typically charge a fee based on a percentage of the first year’s salary of a new worker, companies with many jobs to fill have a large financial incentive to avoid agencies.

Lyneer’s business is also significantly affected by its customers’ hiring needs and their views of their future prospects.

Lyneer’s customers may, on very short notice, terminate, reduce or postpone their recruiting assignments with Lyneer and, therefore, affect demand for its services.

As a result, a significant number of Lyneer’s customers can terminate their agreements at any time, making Lyneer particularly vulnerable to a significant decrease in revenue within a short period of time that could be difficult to quickly replace.

This could have a material adverse effect on Lyneer’s business, financial condition and results of operations.

Lyneer’s service revenue increased by $41,235,113, or 10.3%, during the year ended December 31, 2024, as compared to the prior fiscal year.

This increase was was predominately due to the higher revenues from Lyneer’s temporary placement services business due primarily to a strong sales initiative by the Company.

Permanent placement and other services decreased by $846,229, or 18.3%, due to lower permanent job demand as companies cut back on hiring permanent positions.

Most of Lyneer’s contracts do not obligate its customers to utilize a significant amount of Lyneer’s staffing services and may be cancelled on limited notice, so Lyneer’s revenue is not guaranteed.

Substantially all of Lyneer’s revenue is derived from multi-year contracts that are terminable for convenience.

Under Lyneer’s multi-year agreements, Lyneer contracts to provide customers with staffing services through work or service orders at the customers’ request.

Under these agreements, Lyneer’s customers often have little or no obligation to request Lyneer’s staffing services.

In addition, most of Lyneer’s contracts are cancellable on limited notice, even if Lyneer is not in default under the contract.

Lyneer may hire employees permanently to meet anticipated demand for services under these agreements that may ultimately be delayed or cancelled.

Lyneer could face a significant decline in revenues and its business, financial condition or results of operations could be materially adversely affected if:

• Lyneer sees a significant decline in the staffing services requested under its service agreements;

• Lyneer’s customers cancel or defer a significant number of staffing requests;

or Lyneer’s existing customer agreements expire or lapse and it cannot replace them with similar agreements.

Lyneer has client concentration and the loss of a significant client could adversely affect Lyneer’s business operations and operating results.

Lyneer has one client that represented approximately 16% of Lyneer’s 2024 and 2023 revenues, respectively.

No other customer accounted for more than 10% of Lyneer’s revenues in either period.

The client’s contract with Lyneer consists of a master service agreement (“MSA”) for temporary employee services with various customer locations entering into separate service annexes.

None of the revenues from a specific location exceeded 5% of the aggregate revenue associated with the client.

The current term of the MSA expires in January 2026 and automatically renews for one-year subsequent terms.

However, the client may terminate the agreement for convenience at any time, subject to any accrued payment obligations.

If this client were to terminate its relationship with Lyneer, Lyneer would face a material decrease in revenues if it is unable to replace the client’s lost revenues.

This, in turn, would be expected to have a material adverse effect on Lyneer’s business and financial condition.

Lyneer could be harmed by improper disclosure or loss of sensitive or confidential company, employee, associate or customer data, including personal data.

In connection with the operation of its business, Lyneer stores, processes and transmits a large amount of data, including personnel and payment information, about its employees, customers, associates and candidates, a portion of which is confidential and/or personally sensitive.

In doing so, Lyneer relies on its own technology and systems, and those of third-party vendors it uses for a variety of processes.

Lyneer and its third-party vendors have established policies and procedures to help protect the security and privacy of this information.

Unauthorized disclosure or loss of sensitive or

confidential data may occur through a variety of methods.

These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by Lyneer’s employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.

While Lyneer maintains cyber insurance with respect to many such claims and has provisions of agreements with third-parties that detail security obligations and typically have indemnification obligations related to the same, any such unauthorized disclosure, loss or breach could harm Lyneer’s reputation and subject Lyneer to government sanctions and liability under its contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues.

It is possible that security controls over sensitive or confidential data and other practices that Lyneer and its third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such information.

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which Lyneer provides services.

Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to Lyneer’s reputation in the marketplace.

Following consummation of the Merger, our board of directors and its audit committee will consult with Lyneer’s management and will be briefed by, and receive appropriate recommendations from, management on matters associated with regulatory compliance and security.

Lyneer has been and may be exposed to employment-related claims and losses, including class action lawsuits that could have a material adverse effect on its business.

Lyneer employs people internally and in the workplaces of other businesses.

Many of these individuals have access to customer information systems and confidential information.

The risks of these activities include possible claims relating to:

• discrimination and harassment;

• wrongful termination or denial of employment;

• violations of employment rights related to employment screening or privacy issues;

• classification of temporary workers;

• assignment of illegal aliens;

• violations of wage and hour requirements;

• retroactive entitlement to temporary worker benefits

• errors and omissions by Lyneer’s temporary workers;

• misuse of customer proprietary information;

• misappropriation of funds;

• damage to customer facilities due to negligence of temporary workers;

• criminal activity.

Lyneer may incur fines and other losses or negative publicity with respect to these problems.

In addition, these claims may give rise to litigation, which could be time-consuming and expensive.

New employment and labor laws and regulations may be proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation.

There can be no assurance that the corporate policies Lyneer has in place to help reduce its exposure to these risks will be effective or that Lyneer will not experience losses as a result of these risks.

There can also be no assurance that the insurance policies Lyneer has purchased to insure against certain risks will be adequate or that insurance coverage will remain available on reasonable terms or be sufficient in amount or scope of coverage.

Long-term contracts do not comprise a significant portion of Lyneer’s revenue.

Because long-term contracts are not a significant part of Lyneer’s staffing services business, future results cannot be reliably predicted by considering past trends or extrapolating past results.

Additionally, Lyneer’s clients will frequently enter nonexclusive arrangements with several firms, which the client is generally able to terminate on short notice and without penalty.

The nature of these arrangements further exacerbates the difficulty in predicting Lyneer’s future results.

Lyneer may be unable to find sufficient candidates for its talent solutions business.

Lyneer’s talent solutions services business consists of the placement of individuals seeking employment.

There can be no assurance that candidates for employment will continue to seek employment through Lyneer.

Candidates generally seek contract or permanent positions through multiple sources, including Lyneer and its competitors.

Before the COVID-19 pandemic, unemployment in the U.S.

was at historic lows and during the second half of 2021, as the economy recovered, competition for workers in a number of industries became intense.

When unemployment levels are low, finding sufficient eligible candidates to meet employers’ demands is more challenging.

Although unemployment has risen in some areas in which Lyneer operates, talent shortages have persisted in a number of disciplines and jurisdictions.

Any shortage of candidates could materially adversely affect Lyneer’s business or financial condition.

Lyneer’s growth of operations could strain its resources and cause its business to suffer.

While Lyneer plans to continue growing its business organically through expansion, sales efforts, and strategic acquisitions, while maintaining tight controls on its expenses and overhead, lean overhead functions combined with focused growth may place a strain on its management systems, infrastructure and resources, resulting in internal control failures, missed opportunities, and staff attrition that could have a negative impact on its business and results of operations.

Lyneer is dependent on its management personnel and employees, and a failure to attract and retain such personnel could harm its business.

Lyneer is engaged in the services business.

As such, its success or failure is highly dependent upon the performance of its management personnel and employees, rather than upon tangible assets (of which Lyneer has few).

There can be no assurance that Lyneer will be able to attract and retain the personnel that are essential to its success.

Lyneer’s results of operations can be negatively impacted by variable costs.

Lyneer’s results of operations can be negatively impacted by, among other things, changes in unemployment tax rates, changes in workers’ compensation insurance rates and claims relating to audits, and write-offs of uncollectible customer receivables.

Lyneer’s expansion and acquisition strategy may not be executed effectively.

Lyneer’s plan for strategic growth is dependent upon finding suitable acquisition targets and executing upon the transactions in a viable manner.

Lyneer has not reached any definitive agreement with any acquisition targets, and Lyneer cannot assure you that it will consummate any acquisition on favorable terms or at all.

General Risks Affecting Our Business.

Our principal stockholder owns approximately 43% of our Common Stock, under a pledge agreement which is in default and its interests may conflict with yours in the future.

All of IDC’s shares have been pledged to Lyneer’s lenders.

Each share of our common stock initially entitles its holder to one vote on all matters presented to stockholders generally.

Accordingly, IDC our principal stockholder, owns approximately 43% of our issued shares, and may be able to control the election and removal of the majority of our directors and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of the articles and by-laws and other significant corporate transactions of our company for so long as it retains significant ownership.

This concentration of ownership may delay or deter possible changes in control of our company, which may reduce the value of an investment in our common stock.

So long as IDC continues to own a significant amount of the voting power, even though such amount is less than 50%, they will continue to be able to strongly influence or effectively control decisions of our company.

IDC, our principal stockholder, is in default on the joint and several debt obligations of IDC and our Lyneer subsidiary which could result in a change of control of our company.

Our principal stockholder, IDC owns approximately 43% of our issued and outstanding common stock.

In order to secure the current joint and several debt obligations of IDC and Lyneer until such time as such indebtedness can be restructured or repaid, we pledged to the lender under the Term Note our equity ownership of Lyneer and IDC pledged to such lender its equity ownership in our Company.

IDC is in default under the joint and several debt obligations of IDC and Lyneer under the Term Note, The Lender under the Term Note is able to foreclose on our equity interest in Lyneer and upon IDC’s equity ownership of our Company.

Any foreclosure upon our equity in Lyneer and/or IDC’s common stock of our Company by the lender, or any sales by the lender of IDC’s common stock of our Company, may have an adverse effect on the market price of our common stock resulting in a diminution in the value of your investment.

See Part III, Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .

We will continue to incur substantial costs and obligations as a result of being a public company.

As a publicly-traded company, we will continue to incur significant legal, accounting and other expenses that neither Atlantic nor Lyneer was required to incur in the recent past.

In addition, laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the rules and regulations of the SEC, have increased the costs and the time that must be devoted to compliance matters.

We expect that the amount of time and requirements to comply with these rules and regulations will continue to increase and that the legal and financial costs that the combined company will incur will increase compared to the costs that we previously incurred and could lead to a diversion of management time and attention from revenue-generating activities.

We may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in our company and may depress the market price of our common stock.

We may issue additional shares or other equity securities in the future in connection with, among other things, equity financings, future acquisitions, repayment of outstanding indebtedness or grants without stockholder approval in a number of circumstances.

The issuance of additional shares or other equity securities could have one or more of the following effects:

• Our existing stockholders’ proportionate ownership interest will decrease;

• the amount of cash available per share, including for payment of dividends in the future, may decrease;

• the relative voting strength of each previously outstanding share may be diminished;

• the market price of our shares may decline.

Risks of our roll-up strategy.

Our roll-up strategy, assumes, in part, we will be able to convince smaller firms that they can increase their profitability and market share through an affiliation with us and the use of our infrastructure, systems and programs the strategy will be to purchase, or merge with, smaller businesses in the staffing industry, thus decreasing certain operating inefficiencies and increasing economics of sale.

Should these assumptions be incorrect, our strategy is unlikely to succeed.

We will depend upon the abilities of people who own the businesses we acquire, or on the managers they employ.

In addition, we must be able to attract and retain qualified personnel at all levels of operations and maintain the same levels of quality control over our services as Lyneer currently offers its clients.

Unless we are able to manage such expanded operations in a manner consistent with Lyneer’s present practice, Lyneer’s operations may be adversely affected.

Although Atlantic’s senior management has extensive experience in managing acquired operations, there can be no assurance that any acquired operations will be profitable.

Thus, there can be no assurance that we will be successful our or roll-up strategy, that such strategy will result in increased profits, or that we can obtain, on affordable terms, any additional financing that might be necessary to affect our growth strategy.

Our strategy of growing our company through acquisitions may impact our business in unexpected ways.

Our growth strategy involves acquisitions that will help us expand our service offerings and diversify our geographic footprint.

It is expected that we will continuously evaluate acquisition opportunities.

However, there can be no assurance that we will be able to identify acquisition targets that complement our strategy and are available at valuation levels accretive to our business.

Even if we are successful in acquiring additional entities, our acquisitions may subject our business to risks that may impact our results of operations, including:

• our inability to integrate acquired companies effectively and realize anticipated synergies and benefits from the acquisitions;

• the diversion of management’s attention to the integration of the acquired businesses at the expense of delivering results for the legacy business;

• our inability to appropriately scale critical resources to support the business of the expanded enterprise and other unforeseen challenges of operating the acquired business as part of Lyneer’s operations;

• our inability to retain key employees of the acquired businesses and/or inability of such key employees to be effective as part of Lyneer’s operations;

• the impact of liabilities of the acquired businesses undiscovered or underestimated as part of the acquisition due diligence;

• our failure to realize anticipated growth opportunities from a combined business, because existing and potential customers may be unwilling to consolidate their business with a single supplier or to stay with the acquirer post-acquisition;

• the impacts of cash on hand and debt incurred to finance acquisitions, thus reducing liquidity for other significant strategic objectives;

• the internal controls over financial reporting, disclosure controls and procedures, corruption prevention policies, human resources and other key policies and practices of the acquired companies may be inadequate or ineffective;

• as a public company, we are required to comply with the rules and regulations of the SEC and, as a substantially larger company, we will require increased marketing, compliance, accounting and legal costs;

• notwithstanding the fact that any future acquisitions may or may not continue to operate as independent entities in their particular markets, keeping their own brand identity and management teams, we will, in all likelihood, require our lenders’ approval under existing loan covenants.

The requirements of complying with the Exchange Act and the Sarbanes-Oxley Act may strain our resources and distract management.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002.

The costs associated with these requirements may place a strain on our systems and resources.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.

The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

Historically, we have maintained a small accounting staff and use supplemental resources such as contractors and consultants to provide additional accounting and finance support.

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant additional resources and management oversight may be required.

This effort may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, we may need to hire additional accounting and financial persons with appropriate public company experience and technical accounting knowledge.

Failure to properly hire, train and supervise the work of our accounting staff could lead to a material weakness in our control environment and our internal controls, including internal controls over financial reporting.

Disruption of critical information technology systems or material breaches in the security of our systems could harm our business, customer relations and financial condition.

Information technology (“IT”) helps us to operate efficiently, interface with customers, maintain financial accuracy and efficiently and accurately produce our financial statements.

IT systems are used extensively in virtually all aspects of our business, including sales forecast, order fulfillment and billing, customer service, logistics, and management of data.

Our success depends, in part, on the continued and uninterrupted performance of our IT systems.

IT systems may be vulnerable to damage from a variety of sources, including telecommunications or network failures, power loss, natural disasters, human acts, computer viruses, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems.

Certain of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality.

Despite any precautions we may take, such problems could result in, among other consequences, disruption of our operations, which could harm our reputation and financial results.

If we do not allocate and effectively manage the resources necessary to build and sustain the proper IT infrastructure, we could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions or loss of or damage to intellectual property through security breach.

If our data management systems do not effectively collect, store, process and report relevant data for the operation of our business, whether due to equipment malfunction or constraints, software deficiencies or human error, our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially.

Any such impairment could materially and adversely affect our reputation, financial condition, results of operations, cash flows and the timeliness with which we report our internal and external operating results.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable

information of our employees, on our networks.

The secure processing, maintenance and transmission of this information is critical to our operations.

Despite our security measures, our IT infrastructure may be vulnerable to attacks by hackers, computer viruses, malicious codes, unauthorized access attempts, and cyber- or phishing-attacks, or breached due to employee error, malfeasance, faulty password management or other disruptions.

Third parties may attempt to fraudulently induce employees or other persons into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our IT systems, commit identity theft or carry out other unauthorized or illegal activities.

Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.

Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disruption of our operations and damage to our reputation, which could divert our management’s attention from the operation of our business and materially and adversely affect our business, revenues and competitive position.

Moreover, we may need to increase our efforts to train our personnel to detect and defend against cyber- or phishing-attacks, which are becoming more sophisticated and frequent, and we may need to implement additional protective measures to reduce the risk of potential security breaches, which could cause us to incur significant additional expenses.

Cybersecurity risks may impact our business and improper disclosure or loss of sensitive or confidential company, employee, associate or customer data, including personal data could damage our business operations.

Business operations today are increasingly dependent upon digital technology.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow, and include, among other things, storms and natural disasters, terrorist attacks, utility outages, theft, viruses, phishing, malware, design defects, human error, and complications encountered as existing systems are maintained, repaired, replaced, or upgraded.

Associated with these threats are the potential damages that could occur from a breach, including governmental investigation and fines.

Our Business is increasingly dependent on information technologies and services.

As part of our Business, we store, process and transmit a large amount of data, including personnel and payment information, about our employees, customers, associates and candidates, a portion of which is confidential and/or personally sensitive.

We rely on our own technology and systems, and those of third-party vendors we use for a variety of processes.

We and our third-party vendors have established policies and procedures to help protect the security and privacy of this information.

No security program can offer a guarantee against all potential incidents.

On an increasing frequency, the Company and its third-party vendors experience security incidents that have resulted in unauthorized access to the Company’s or its third-party vendors’ computer, technology and communications hardware and software systems.

To date, no such incidents have been determined to have had a material impact on the Company.

The risks associated with cyber threats include, among other things:

• theft or misappropriation of funds;

• loss, corruption, or misappropriation of proprietary, confidential or personally identifiable information (including customer and employee data);

• disruption or impairment of our and our business operations and safety procedures;

• damage to our reputation with our potential partners, clients, and the market;

• litigation;

• increased costs to prevent, respond to or mitigate cybersecurity events.

Additionally, unauthorized disclosure or loss of sensitive or confidential data may occur through a variety of methods.

These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.

Such disclosure, loss or breach could harm our reputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues.

Moreover, we have no control over the information technology systems of third-party vendors and others with which our systems may connect and communicate.

It is possible that security controls over sensitive or confidential data and other practices we and our third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such information.

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which we provide services.

The Company has obtained cybersecurity insurance coverage in the event we become subject to various cybersecurity attacks, however, we cannot ensure that it will be sufficient to cover any particular losses we may experience as a result of such cyberattacks, including governmental actions.

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

We are subject to certain U.S.

and foreign anti-corruption, anti-money

laundering, export control, sanctions, and other trade laws and regulations.

and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations.

We can face serious consequences for violations.

Among other matters, U.S.

and foreign anti-corruption, anti-money laundering,

export control, sanctions, and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies

and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors, and other partners

from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything

else of value to or from recipients in the public or private sector.

Violations of Trade Laws can result in substantial criminal fines

and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation,

reputational harm, and other consequences.

We have direct or indirect interactions with officials and employees of government agencies

or government-affiliated hospitals, universities, and other organizations.

We also expect our non-U.S.

activities to increase in time.

We plan to engage third parties for collaborations, sales and distribution of sequencing products and we can be held liable for the corrupt

or other illegal activities of our personnel, agents, or partners, even if we do not explicitly authorize or have prior knowledge of such

Risks Related to Our Intellectual Property

Failure to secure patent or other intellectual property protection

for our products and improvements to our products may reduce our ability to maintain any technological or competitive advantage over our

current and potential competitors.

Our ability to protect and enforce our intellectual property rights

is uncertain and depends on complex legal and factual questions.

Our ability to establish or maintain a technological or competitive advantage

over our competitors may be diminished because of these uncertainties.

we or our licensors might not have been the first to make the inventions covered by each of our pending patent applications or issued patents;

we or our licensors might not have been the first to file patent applications for these inventions;

the scope of the patent protection we or our licensors obtain may not be sufficiently broad to prevent others from practicing our technologies, developing competing products, designing around our patented technologies or independently developing similar or alternative technologies;

our and our licensors’ patent applications or patents have been, are and may in the future be, subject to interference, opposition or similar administrative proceedings, which could result in those patent applications failing to issue as patents, those patents being held invalid, or the scope of those patents being substantially reduced;

the current assignee of our intellectual property may elect to forego paying maintenance fees, placing us at risk to lose the licensed IP, or the assignee may neglect to enforce the intellectual property we license from them;

we or our partners may not adequately protect our trade secrets;

we may not develop additional proprietary technologies that are patentable;

the patents of others may limit our freedom to operate and prevent us from commercializing our technology in accordance with our plans.

The occurrence of any of these events could impair our ability to operate

without infringing upon the proprietary rights of others or prevent us from establishing or maintaining a competitive advantage over our

The intellectual property that is important to our business is

owned by other companies or institutions and licensed to us, and changes to the rights we have licensed may adversely impact our business.

We license the intellectual property that is important to our business

from Fluidigm Corporation (“Fluidigm”) (which obtained this intellectual property portfolio from Helicos Biosciences Corporation

(“Helicos”)) pursuant to a non-exclusive licensing agreement.

If we fail to comply with the terms of the license, Fluidigm

could terminate the license.

If these third parties who license intellectual property to us fail to maintain the intellectual property

that we have licensed, or lose rights to that intellectual property, the rights we have licensed may be reduced or eliminated, which could

subject us to claims of intellectual property infringement.

Termination of our license from Fluidigm or reduction or elimination of our

licensed rights may result in our having to negotiate new or reinstated licenses with less favorable terms or could subject us to claims

of intellectual property infringement in litigation or other administrative proceedings that could result in damage awards against us

and injunctions that could prohibit us from selling our products.

In addition, our license agreement from Fluidigm is non-exclusive, and

Fluidigm may license the technology to our competitors, which may result is significant competition for us.

In addition, we have limited rights to participate in the prosecution

and enforcement of the patents and patent applications that we have licensed.

As a result, we cannot be certain that these patents and

applications will be prosecuted and enforced in a manner consistent with the best interests of our business.

Further, because of the rapid

pace of technological change in our industry, we may need to rely on key technologies developed or licensed by third parties, and we may

not be able to obtain licenses and technologies from these third parties at all or on reasonable terms.

The occurrence of these events

may have a material adverse effect on our business, financial condition or results of operations.

A license agreement for intellectual property that is important

to our business may be terminated in the event that Daniel Jones, our Chief Executive Officer, fails to continue to work full time for

As discussed above, we license certain intellectual property that is

important to our business from Fluidigm (which obtained this intellectual property portfolio from Helicos) pursuant to a non-exclusive

licensing agreement.

The license agreement provides that Fluidigm has a right to terminate the license in the event Daniel Jones, our

Chief Executive Officer, fails to continue to work full time for us.

If we lose our rights to such intellectual property, the rights we

have licensed may be reduced or eliminated, which could subject us to claims of intellectual property infringement, require us to cease

selling certain or all of our products, negotiate less favorable agreements or otherwise result in a loss of business.

In addition, such

language could prevent us from terminating Mr.

Jones from his position when it would otherwise be favorable for stockholders or our business

Our licensed intellectual property and future intellectual property

will have limited window of enforcement.

Our licensed intellectual property and future intellectual property

will have limited windows of enforcement.

The patents on substantially all of our licensed IP are expected to expire between 2025 and

2028, excluding any extension or adjustment of patent terms that may be available.

Following the expiration and termination of the patents

relating to our licensed technology, we may face the development of similar technology from our competitors or other market participants,

which could impede our revenue and growth.

We may not be able to protect intellectual property and proprietary

rights worldwide.

The majority of our intellectual property is licensed from third parties

through non-exclusive license agreements.

Although our company has accumulated trade secrets and know-how to make this technology work

effectively and reliably over the last decade, other entities may attempt to commercialize this technology by gaining access to the intellectual

As a result, we may encounter additional competition from third parties, and may require significant amounts of time and resources

to protect our intellectual property and proprietary rights.

Filing, prosecuting and defending patents on our products and other

technologies in all countries throughout the world would be cost prohibitive, and the laws of foreign countries may not protect our rights

to the same extent as the laws of the United States.

Consequently, we may not be able to prevent third parties from practicing our

inventions in all countries, or from selling or importing products made using our inventions in and into the United States or other

jurisdictions.

Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own

products and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not

as strong as that in the United States.

These products may compete with our products, and our patents or other intellectual property

rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting

and defending intellectual property rights in foreign jurisdictions.

The legal systems of certain countries, particularly certain developing

countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, particularly those relating

to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products

in violation of our intellectual property and proprietary rights generally.

Proceedings to enforce our intellectual property and proprietary

rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business,

could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing,

and could provoke third parties to assert claims against us.

We may not prevail in any lawsuits that we initiate, and the damages or other

remedies awarded, if any, may not be commercially meaningful.

Accordingly, our efforts to enforce our intellectual property and proprietary

rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop

Intellectual property laws, and patent laws and regulations in particular,

have been subject to significant variability either through administrative or legislative changes to such laws or regulations or changes

or differences in judicial interpretation, and it is expected that such variability will continue to occur.

Additionally, intellectual

property laws and regulations differ by country.

Variations in the patent laws and regulations or in interpretations of patent laws and

regulations in the United States and other countries may diminish the value of our intellectual property and may change the impact

of third-party intellectual property on us.

Accordingly, we cannot predict the scope of the patents that may be granted to us with certainty,

the extent to which we will be able to enforce our patents against third parties or the extent to which third parties may be able to enforce

their patents against us.

If the scope of any patent protection we obtain is not sufficiently

broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical sequencing

technology and applications would be adversely affected.

The patent position of biotechnology companies generally is highly

uncertain, involves complex legal and factual questions, and has been the subject of much litigation in recent years.

the issuance, scope, validity, enforceability, and commercial value of our patent rights are highly uncertain.

Our owned or in-licensed

pending and future patent applications may not result in patents being issued which protect our tSMS platform, or other technologies or

which effectively prevent others from commercializing competitive technologies and applications.

Our ability to stop third parties from making, using, selling, offering

to sell, or importing products that infringe our intellectual property will depend in part on our success in obtaining and enforcing patent

claims that cover our technology, inventions and improvements.

With respect to both licensed and company-owned intellectual property,

we cannot be sure that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications

filed by us in the future, nor can we be sure that any of our existing patents or any patents that may be granted to us in the future

will be commercially useful in protecting our products and the methods used to manufacture those products.

Moreover, even our issued patents

do not guarantee us the right to practice our technology in relation to the commercialization of our products.

The area of patent and

other intellectual property rights in biotechnology is an evolving one with many risks and uncertainties, and third parties may have blocking

patents that could be used to prevent us from commercializing our sequencing instruments and practicing our proprietary technology.

issued patent and those that may be issued in the future may be challenged, invalidated, or circumvented, which could limit our ability

to stop competitors from marketing related products or limit the length of the term of patent protection that we may have for our technology.

In addition, the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors

with similar technology.

Furthermore, our competitors may independently develop similar technologies.

For these reasons, we may have competition

for our products.

Moreover, because of the extensive time required for development and testing of new sequencing instruments, it is possible

that, before any particular product can be commercialized, any related patent may expire or remain in force for only a short period following

commercialization, thereby reducing any advantage of the patent.

Moreover, the coverage claimed in a patent application can be significantly

reduced before the patent is issued, and its scope can be reinterpreted after issuance.

Even if patent applications we own or license

issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third

parties from competing with us, or otherwise provide us with any competitive advantage.

Any patents that we own or in-license may be challenged,

narrowed, circumvented or invalidated by third parties.

Consequently, we do not know whether our tSMS platform or other technologies will

be protectable or remain protected by valid and enforceable patents.

Our competitors or other third parties may be able to circumvent

our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely

affect our business, financial condition, results of operations and prospects.

The issuance of a patent is not conclusive as to its inventorship,

scope, validity or enforceability, and patents that we own or license may be challenged in the courts or patent offices in the United States

We or our licensors may be subject to a third-party reissuance submission of prior art to the U.S.

Patent and Trademark Office

(“USPTO”) or to foreign patent authorities or become involved in opposition, derivation, revocation, re-examination, post-grant

and inter partes review, or interference proceedings or other similar proceedings challenging our owned or licensed patent

An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable,

our owned or in-licensed patent rights, allow third parties to commercialize our tSMS platform technologies or other technologies and

compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing

third-party patent rights.

Moreover, we, or one of our licensors, may have to participate in interference proceedings declared by the

USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a foreign patent office, that

challenge our or our licensor’s priority of invention or other features of patentability with respect to our owned or in-licensed

patents and patent applications.

Such challenges may result in loss of patent rights, loss of exclusivity, or in patent claims being narrowed,

invalidated, or held unenforceable, which could limit our ability to stop others from using or commercializing similar or identical technology

and products, or limit the duration of the patent protection of our tSMS Platform and other technologies.

Such proceedings also may result

in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us.

We may in the future co-own patent rights relating to future sequencing

instruments, reagents, applications, or our tSMS platform with third parties.

Some of our in-licensed patent rights are, and may in the

future be, co-owned with third parties.

In addition, our licensors may co-own the patent rights we in-license with other third parties

with whom we do not have a direct relationship.

We could in the future be subject to legal proceedings with third

parties who may claim that our products infringe or misappropriate their intellectual property rights.

Our products are based on complex, rapidly developing technologies.

We may not be aware of issued or previously filed patent applications that belong to third parties that mature into issued patents that

cover some aspect of our products or their use.

In addition, because patent litigation is complex and the outcome inherently uncertain,

our belief that our products do not infringe third-party patents of which we are aware or that such third-party patents are invalid and

unenforceable may be determined to be incorrect.

As a result, third parties have claimed, and may in the future claim, that we infringe

their patent rights and have filed, and may in the future file, lawsuits or engage in other proceedings against us to enforce their patent

In addition, as we enter new markets, our competitors and other third parties may claim that our products infringe their intellectual

property rights as part of a business strategy to impede our successful entry into those markets.

Furthermore, parties making claims against

us may be able to obtain injunctive or other relief, which effectively could block our ability to develop further, commercialize, or sell

products or services, and could result in the award of substantial damages against us.

Patent litigation between competitors in our industry

In defending ourselves against any of these claims, we could in the future incur, substantial costs, and the attention of our

management and technical personnel could be diverted.

We may be unable to modify our products so that they do not infringe the intellectual

property rights of third parties.

In some situations, the results of litigation or settlement of claims may require us to cease allegedly

infringing activities, which could prevent us from selling some or all of our products.

The occurrence of these events may have a material

adverse effect on our business, financial condition or results of operations.

In addition, in the course of our business, we may from time to time

have access or be alleged to have access to confidential or proprietary information of others, which, though not patented, may be protected

as trade secrets.

Others could bring claims against us asserting that we improperly used their confidential or proprietary information,

or that we misappropriated their technologies and incorporated those technologies into our products.

A determination that we illegally

used the confidential or proprietary information or misappropriated technologies of others in our products could result in us paying substantial

damage awards or being prevented from selling some or all of our products, which could materially and adversely affect our business.

We have not yet registered some of our trademarks in all of our

potential markets, and failure to secure those registrations could adversely affect our business.

While we believe our trademarks are registered in the markets in which

we currently operate, some of our trademark applications may not be allowed for registration in markets in which we may seek to enter

in the future, and our registered trademarks may not be maintained or enforced.

In addition, in the USPTO and in comparable agencies in

many foreign jurisdictions, third parties are given an opportunity to oppose new or pending trademark applications and to seek to cancel

registered trademarks.

Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive

such proceedings.

Risks Related to our Collaborations with Third Parties

Our future collaborations may be important to our business.

we are unable to maintain any of these collaborations, or if these collaborations are not successful, our business could be adversely

We have limited capabilities for technology development, sales, marketing

or distribution.

Accordingly, we may enter into collaborations with academic and commercial entities to provide us with important technologies

and funding for our programs and technology, and we may receive additional technologies and funding under these and other collaborations

in the future.

Any future collaborations we enter into may pose a number of risks, including the following:

collaborators have significant discretion in determining the efforts and resources that they will apply;

collaborators may not perform their obligations as expected;

collaborators may not pursue development and commercialization of any platform or may elect not to continue or renew development or commercialization programs or license arrangements based on changes in the collaborators’ strategic focus or available funding, or external factors, such as a strategic transaction that may divert resources or create competing priorities;

collaborators may provide insufficient funding for the research program;

collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our sequencing instruments and applications if the collaborators believe that the competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

biomarkers discovered by our collaborators in collaboration with us may be viewed by our collaborators as competitive with their own products, which may cause collaborators to cease to devote resources to the commercialization of our product;

disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or terminations of the research, development or commercialization of new products or platforms, might lead to additional responsibilities for us with respect to technology development, or might result in litigation or arbitration, any of which would be time-consuming and expensive;

collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

if a collaborator of ours is involved in a business combination, the collaborator might deemphasize or terminate the development or commercialization of any product licensed to it by us;

collaborations may be terminated by the collaborator, and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable sequencing technology.

If our potential future collaborations do not result in the successful

discovery, development and commercialization of products or if one of our collaborators terminates its agreement with us, we may not receive

any future research funding or milestone potential payments under the collaboration.

If we do not receive the funding we expect under

these agreements, our development of our technology and applications could be delayed and we may need additional resources to develop

products and our technology.

All of the risks relating to product development, regulatory approval and commercialization described in

this prospectus also apply to the activities of our therapeutic collaborators.

Additionally, if one of our potential future collaborators terminates

its agreement with us, we may find it more difficult to attract new collaborators and our perception in the business and financial communities

could be adversely affected.

Risks Related to Ownership of Our Common Stock and Publicly-Traded

The market price of our common stock and publicly-traded warrants

may be highly volatile, and you could lose all or part of your investment.

The prices of our common stock or publicly-traded warrants could be

subject to wide fluctuations in response to a variety of factors, which include:

and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector.

Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences.

We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities, and other organizations.

Risks Related to Ownership of Our Common Stock

The market price of our common stock may be highly volatile, and you could lose all or part of your investment.

The market price of our common stock may be highly volatile.

You may be unable to sell your shares of common stock at or above the offering price.

The market prices of our common stock could be subject to wide fluctuations in response to a variety of factors, which include:

• actual or anticipated fluctuations in our financial condition and operating results;

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• addition or loss of significant customers;

changes in laws or regulations applicable to our products;

• change in laws or regulations applicable to our products;

• actual or anticipated changes in our growth rate relative to our competitors;

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• reports, guidance and ratings issued by securities or industry analysts;

general economic and market conditions.

If any of the forgoing occurs, it would cause our stock and Warrant

prices or trading volume to decline.

Stock markets in general and the market for companies in our industry in particular have experienced

price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.

fluctuations often have been unrelated or disproportionate to the operating performance of those companies.

These broad market and industry

fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international

currency fluctuations, may negatively impact the market price of our common stock or Warrants.

You may not realize any return on your

investment in us and may lose some or all of your investment.

We may be subject to securities litigation, which is expensive

and could divert our management’s attention.

The market price of our securities may be volatile, and in the past

companies that have experienced volatility in the, market price of their securities have been subject to securities class action

• general economic market conditions.

If any of the forgoing occurs, it could cause our common stock or trading volumes to decline.

Stock markets in general and the over-the-counter market and the market for companies in our industry in particular have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.

These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.

These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market prices of our common stock.

You may not realize any return on your investment in us and may lose some or all of your investment.

The price of our common stock could be subject to rapid and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent public offerings, especially among those with relatively smaller public floats.

As a smaller-capitalization company with a small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than larger-capitalization companies.

In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and asked prices.

Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our shares of common stock.

In addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence the price of our common stock.

This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session.

Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading.

Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock.

As a result of this volatility, investors may experience losses on their investment in our common stock.

A decline in the market price of our common stock also could adversely affect our ability to issue additional shares of common stock or other of our securities and our ability to obtain additional financing in the future.

There can be no assurance that an active market in our common stock will be sustained.

If an active market is not sustained, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

We may be subject to securities litigation, which is expensive and could divert our management’s attention.

The market price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

Securities litigation against us could result in substantial

costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Our directors, executive officers and principal stockholders

have substantial control over our company, which could limit your ability to influence the outcome of key transactions, including a change

On April 1, 2024, our executive officers, directors and 10% stockholders

owned 147,960 shares of our common stock, or approximately 39% of the outstanding shares of our common stock, based on the number of shares

outstanding as of such date.

As a result, these stockholders will be able to exercise a significant level of control over all matters

requiring stockholder approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions.

They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive

our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect

the market price of our common stock.

Our shares have become subject to the penny stock rules, which

makes it more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in

connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00, other than

securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided

that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

common stock and warrants are no longer registered on a national stock exchange and the price of our common stock is less than $5.00,

our common stock is now deemed a penny stock under the SEC penny stock rules.

The penny stock rules require a broker-dealer, before a

transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified

In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from

those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser

and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written agreement

to transactions involving penny stocks;

Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

If we fail to maintain a listing on the Nasdaq Stock Market, and, if the price of the common stock trades at less than $5.00, our common stock will be deemed a penny stock.

The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.

In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written agreement to transactions involving penny stocks;

and (iii) a signed and dated copy of a written suitability statement.

These disclosure requirements

may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have

difficulty selling their shares.

We are an “emerging growth company” and the reduced

disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the

We may remain an emerging growth company until as late as December 2026 (the fiscal year-end following the fifth anniversary

of the completion of our initial public offering), though we may cease to be an emerging growth company earlier under certain circumstances,

including (1) if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30,

in which case we would cease to be an emerging growth company as of the following December 31, or (2) if our gross revenue exceeds

$1.235 billion in any fiscal year.

Emerging growth companies may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act.

We may remain an emerging growth company until as late as December 2026 (the fiscal year-end following the fifth anniversary of the completion of our initial public offering), though we may cease to be an emerging growth company earlier under certain circumstances, including (1) if the market value of our common stock that is held by non-affiliates exceeds $700,000,000 as of any June 30, in which case we would cease to be an emerging growth company as of the following December 31, or (2) if our gross revenue exceeds $1.235 billion in any fiscal year.

Emerging growth companies may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Investors could find our common stock less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and

our stock price may be more volatile.

In addition, Section 102 of the JOBS Act also provides that an

emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act

of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.

An emerging growth company can therefore

delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have irrevocably

elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same

new or revised accounting standards as other public companies that are not emerging growth companies.

We incur significant costs as a result of operating as a public

company and our management has devoted substantial time to public company compliance programs.

As a public company, we incur significant legal, accounting and other

expenses due to our compliance with regulations and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley

Act, as well as rules implemented by the SEC and Nasdaq.

Stockholder activism, the current political environment and the current high

level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead

to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business.

Our management

and other personnel devote a substantial amount of time to these compliance programs and monitoring of public company reporting obligations

and as a result of the new corporate governance and executive compensation related rules, regulations and guidelines prompted by the Dodd-Frank

Act and further regulations and disclosure obligations expected in the future, we will likely need to devote additional time and costs

to comply with such compliance programs and rules.

These rules and regulations will cause us to incur significant legal and financial

compliance costs and will make some activities more time-consuming and costlier.

To comply with the requirements of being a public company, we may need

to undertake various actions, including implementing new internal controls and procedures and hiring new accounting or internal audit

The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial

However, for so long as we remain an “emerging growth company” as defined in the JOBS Act or a “smaller reporting

company”, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies

that are not emerging growth companies and/or smaller reporting companies, including, but not limited to, for emerging growth companies,

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

Once we are no longer

an “emerging growth company” and if our public float is above $75 million as of the last business day of our most recently

completed second fiscal quarter or, if before such date, we opt to no longer take advantage of the applicable exemption, we will be required

to include an opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial

We are continuing to develop and refine our disclosure controls and

other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC

is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required

to be disclosed in reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and

communicated to our principal executive and financial officers.

Our current controls and any new controls that we develop may become inadequate

and weaknesses in our internal control over financial reporting may be discovered in the future.

Any failure to develop or maintain effective

controls when we become subject to this requirement could negatively impact the results of periodic management evaluations and annual

independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting

that we may be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act,

harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement of our prior period financial

In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial

reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence

in our operating results and the price of our common stock could decline.

Because we have elected to use the extended transition period

for complying with new or revised accounting standards for an emerging growth company our financial statements may not be comparable to

companies that comply with public company effective dates.

We have elected to use the extended transition period for complying

with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows us to delay the adoption of

new or revised accounting standards that have different effective dates for public and private companies until those standards apply to

private companies.

As a result of this election, our financial statements may not be comparable to companies that comply with public company

effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to

other public companies, which may have a negative impact on the value and liquidity of our common stock and publicly-traded warrants.

If securities or industry analysts do not publish research, or

publish inaccurate or unfavorable research, about our business, our stock and warrant prices and trading volume could decline.

The trading market for our common stock and publicly-traded warrants

will depend, in part, on the research and reports that securities or industry analysts publish about us or our business.

Securities and

industry analysts do not currently, and may never, publish research on us.

If no securities or industry analysts commence coverage of

us, the price for our common stock and publicly-traded warrants could be negatively impacted.

In the event securities or industry analysts

initiate coverage, if one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research

about our business, the prices of our common stock and publicly-traded warrants could decline.

In addition, if our operating results fail

to meet the forecast of analysts, the prices of our common stock and publicly-traded warrants could decline.

If one or more of these analysts

cease coverage of us or fail to publish reports on us regularly, demand for our common stock and publicly-traded warrants could decrease,

which might cause the prices of our common stock and publicly-traded warrants and trading volume to decline.

Anti-takeover provisions in our charter documents and under Delaware

law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders

to replace or remove our current management and limit the market price of our common stock and Warrants.

Provisions in our certificate of incorporation and bylaws, may have

the effect of delaying or preventing a change of control or changes in our management.

Our amended and restated certificate of incorporation

and bylaws include provisions that:

provide for a staggered board of directors;

authorize our board of directors to issue, without further action by the stockholders, up to 20,000,000 shares of undesignated preferred stock and up to approximately 80,000,000 shares of authorized but unissued shares of common stock;

If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.

An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company our financial statements may not be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our certificate of incorporation and bylaws, as amended and restated, may have the effect of delaying or preventing a change of control or changes in our management.

Our amended and restated certificate of incorporation and bylaws include provisions that:

• authorize our board of directors to issue, without further action by the stockholders, up to 20,000,000 shares of undesignated preferred stock and up to 300,000,000 shares of authorized but unissued shares of common stock;

• require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

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• provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.

These provisions may frustrate or prevent any attempts by our stockholders

to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors,

which is responsible for appointing the members of our management.

In addition, because we are incorporated in Delaware, we are governed

by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess

of 15% of our outstanding voting stock to merge or combine with us.

Our Amended and Restated Certificate of Incorporation provides

that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our stockholders.

Our amended and restated certificate of incorporation provides that

the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the following types of actions or proceedings

under Delaware statutory law or Delaware common law, subject to certain exceptions:

(1) any derivative action or proceeding brought

on our behalf;

(2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers,

employees or agents to us or our stockholders;

(3) any action asserting a claim against us arising pursuant to provisions of the

Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws;

action asserting a claim governed by the internal affairs doctrine.

The choice of forum provision may limit a stockholder’s ability

to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which

may discourage such lawsuits against us and our directors, officers, employees and agents.

Stockholders who do bring a claim in the Court

of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State

The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder

considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable

to us than to our stockholders.

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated

certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving

such action in other jurisdictions, which could adversely affect our business and financial condition.

By agreeing to the exclusive forum

provisions, investors will not be deemed to have waived our compliance obligations with any federal securities laws or the rules and regulations

We do not anticipate paying any cash dividends on our common

stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock and publicly-traded warrants will be your

sole source of gain for the foreseeable future.

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

We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We currently intend to retain all available

funds and any future earnings to fund the development and growth of our business.

In addition, and any future loan arrangements we enter

into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

capital appreciation, if any, of our common stock and publicly-traded warrants will be your sole source of gain for the foreseeable future.

Risks Relating to Our Proposed Merger with Lyneer

Unless the Merger Agreement has been terminated, you should consider

the risks and uncertainties relating to Lyneer summarized under Item 1.

“Business” above, as well as the more detailed discussion

of such risks and uncertainties included in our registration statement on Form S-1 (Registration No.

333-272908) filed with the SEC, a

copy of which is publicly available through the SEC’s website at http://www.sec.gov .

Additional risks relating to Lyneer

not presently known to us or that we currently deem immaterial may also affect us following consummation of the Merger.

If, following

the Merger, any of these risks occur, our business, financial condition, or results of operations could be materially and adversely affected.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our stockholders.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory law or Delaware common law, subject to certain exceptions:

(1) any derivative action or proceeding brought on our behalf;

(2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees

or agents to us or our stockholders;

(3) any action asserting a claim against us arising pursuant to provisions of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws;

or (4) any action asserting a claim governed by the internal affairs doctrine.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents.

Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware.

The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

By agreeing to the exclusive forum provisions, investors will not be deemed to have waived our compliance obligations with any federal securities laws or the rules and regulations thereunder.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We have never declared or paid cash dividends on our common stock and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.

In addition, any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

As a result, capital appreciation, if any, of our common stock offered hereby will be your sole source of gain for the foreseeable future.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words.

These statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from results expressed or implied in this Annual Report on Form 10-K.

These forward-looking statements include, but are not limited to, statements about:

• our expectations regarding the market size and growth potential for our business;

• our ability to refinance our outstanding indebtedness in a timely manner to avoid a future default;

• the implementation of our strategic plans, including strategy for our business, acquisitions and related financing;

• the ability of Lyneer and IDC to meet the terms and conditions of their joint and several debt obligations;

• our ability to maintain and establish future collaborations and strategic clients;

• the rate and degree of market acceptance of our services;

• our ability to meet the continued listing requirements of the Nasdaq Stock Market;

• our ability to generate sustained revenue or achieve profitability;

• the pricing and expected gross margin for our services;

• the expected benefits and synergies of the Merger;

• the expected financial condition, results of operations, earnings outlook and prospects of our Company, Lyneer and the combined company, including any projections of sales, earnings, revenue, margins or other financial items;

• the ability of the new management team to execute our business plan;

• our business strategies and goals;

• any statements regarding the plans, strategies and objectives of management for future operations;

• any statements regarding future economic conditions or performance;

• all assumptions, expectations, predictions, intentions or beliefs about future events;

• changes in applicable laws, regulations or permits affecting our, Atlantic’s or Lyneer’s operations or the industries in which each appears;

• general economic and geopolitical conditions;

• our competitive position;

• our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing as necessary.

The forward-looking statements contained in this Annual Report on Form 10-K and the documents incorporated herein by reference are based on our current expectations and beliefs concerning future developments and their potential effects on our business.

There can be no assurance that future developments affecting our business will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described under Part I, Item 1A – Risk Factors of this Annual Report on Form 10-K and under similar headings in the documents that are incorporated by reference herein.

Moreover, we operate in a very competitive and rapidly changing environment.

New risks and uncertainties emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

The forward-looking statements made by us in this Annual Report on Form 10-K and the documents incorporated herein by reference speak only as of the date of such statement.

Except to the extent required under the federal securities laws and rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”), we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

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