What changed in this filing

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Item 1A. Risk Factors

2024-04-16 compared with 2023-03-31 · 280 added, 173 removed, 566 unchanged (44% of the section changed)

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Related to Our Business and Industry

will need to raise capital in order to realize our business plan and growth strategy, the

failure of which could adversely impact our operations.

incurred significant operating losses during the years ended December 31, 2022 and December

31, 2021, and we have limited cash flow.

Unless we increase revenue and cash flow or raise

additional capital, we may be unable to take advantage of any acquisition opportunities that

arise or expand our business, all of which could adversely impact us.

will need to grow the size and capabilities of our organization, and we may experience difficulties

in managing this growth.

depend on key personnel who would be difficult to replace, and our business plans will likely

be harmed if we lose their services or cannot hire additional qualified personnel.

operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity

professionals.

If we are unable to recruit and retain key management and technical and sales

personnel, our business would be negatively affected.

depend on independent contractors to provide certain services for which we do not have the

expertise internally.

Any compromise in the service quality may delay our business processes

and cause economic loss.

will need to raise capital in order to realize our business plan and growth strategy, the failure of which could adversely impact

our operations.

incurred significant operating losses during the years ended December 31, 2023 and December 31, 2022, and we have limited cash flow.

Unless we increase revenue and cash flow or raise additional capital, we may be unable to take advantage of any acquisition opportunities

that arise or expand our business, all of which could adversely impact us.

will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.

depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services

or cannot hire additional qualified personnel.

operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity professionals.

If we are unable

to recruit and retain key management and technical and sales personnel, our business would be negatively affected.

depend on independent contractors to provide certain services for which we do not have the expertise internally.

Any compromise in

the service quality may delay our business processes and cause economic loss.

have recently acquired multiple businesses.

Our growth strategy is driven by successful acquisitions

and integration of additional businesses that provide comparable or complementary services.

Our ability to grow is limited if we fail to identify and consummate acquisitions.

Our growth strategy is driven by successful acquisitions and integration of additional

businesses that provide comparable or complementary services.

Our ability to grow is limited if we fail to identify and consummate

acquisitions.

intend to grow our client base significantly through acquisitions of other service providers.

If we fail to retain existing clients and attract new clients through acquisitions, we may

never achieve profitability.

business strategy may impose limitations in our ability to accurately forecast future revenue

and operating results.

future results may be affected by various legal and regulatory proceedings and legal compliance

risks, including those involving intellectual property, governmental regulations, the U.S.

Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption, or other matters.

If we fail to retain existing clients

and attract new clients through acquisitions, we may never achieve profitability.

business strategy may impose limitations in our ability to accurately forecast future revenue and operating results.

future results may be affected by various legal and regulatory proceedings and legal compliance risks, including those involving

intellectual property, governmental regulations, the U.S.

Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption,

or other matters.

are subject to risks from operating internationally.

operations in certain emerging markets expose us to political, economic and regulatory risks.

economic conditions in the United States and international economies may adversely impact our business

operating units.

economic conditions in the United States and international economies may adversely impact our business operating units.

of network or information technology security could have an adverse effect on our business.

we fail to meet our service level obligations under our service level agreements, we may

be subject to certain penalties and could lose clients.

nature of our business involves significant risks and uncertainties that may not be covered

by insurance or indemnification.

indemnify our officers and directors against liability to us and our security holders, and

such indemnification could increase our operating costs.

we fail to meet our service level obligations under our service level agreements, we may be subject to certain penalties and could

lose clients.

nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification.

indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our

operating costs.

industry is highly competitive, and there is no assurance that we will compete successfully.

success depends on our ability to protect our intellectual property and our proprietary technologies.

● Increasingly

complex cybersecurity regulations and standards may have significant impact on our business,

and it may require us to substantially invest in our development capabilities to meet compliance

requirements and may negatively impact our ability to offer certain services and remain profitable.

may become subject to disputes, including litigation, that could negatively impact our business,

profitability, and financial condition.

we incur additional debt, we will be subject to restrictive covenants and debt service obligations

that could negatively impact our operations.

● The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements

of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs and divert management’s attention, and we may

be unable to comply with these requirements in a timely or cost-effective manner.

preparation of our financial statements involves use of estimates, judgments, and assumptions,

and our financial statements may be materially affected if our estimates prove to be inaccurate.

● The auditor’s opinion on our audited financial statements for the year ended December 31, 2022, included in this annual report on

Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

Risks Related to Our Common Stock

market price of our common stock is volatile and may fluctuate in a way that is disproportionate

to our operating performance.

sales of shares of our common stock by existing stockholders could depress the market price

of our common stock.

in our certificate of incorporation, our by-laws and Delaware law might discourage, delay,

or prevent a change in control of our company or changes in our management and, therefore,

depress the trading price of our common stock.

complex cybersecurity regulations and standards may have significant impact on our business, and it may require us to substantially

invest in our development capabilities to meet compliance requirements and may negatively impact our ability to offer certain services

and remain profitable.

may become subject to disputes, including litigation, that could negatively impact our business, profitability, and financial condition.

we incur additional debt, we will be subject to restrictive covenants and debt service obligations that could negatively impact our

requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements

of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs and divert management’s attention, and we

may be unable to comply with these requirements in a timely or cost-effective manner.

preparation of our financial statements involves use of estimates, judgments, and assumptions, and our financial statements may be

materially affected if our estimates prove to be inaccurate.

auditor’s opinion on our audited consolidated financial statements for the year ended December 31, 2023, included in this

annual report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

Related to Our Common Stock

market price of our common stock is volatile and may fluctuate in a way that is disproportionate to our operating performance.

sales of shares of our common stock by existing stockholders could depress the market price of our common stock.

in our certificate of incorporation, our by-laws and Delaware law might discourage, delay, or prevent a change in control of our

company or changes in our management and, therefore, depress the trading price of our common stock.

sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

we issue additional shares in the future, it will result in the dilution of our existing

stockholders.

directors and executive officers beneficially own a substantial majority of our outstanding

capital stock and will have the ability to control our affairs.

are eligible to be treated as an “emerging growth company,” as defined in the

JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging

growth companies will make our common stock less attractive to investors.

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

of our common stock.

we issue additional shares in the future, it will result in the dilution of our existing stockholders.

are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and we cannot be certain if the

reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

Our directors, a former director and executive officers beneficially own

a substantial majority of our outstanding capital stock and will have the ability to control our affairs.

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

Following a reverse

stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and

may not satisfy the investing requirements of those investors.

Consequently, the trading liquidity of our common stock may not improve.

do not intend to pay dividends on our common stock.

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key man insurance for any of our senior management or key personnel.

The competition for qualified management and key personnel is intense.

The loss of services of one or more of our key employees, or the inability to hire, train, and retain key personnel, especially executive

managers with cybersecurity industry knowledge, could delay the execution of new acquisitions and launch of new service programs, disrupt

our business, and interfere with our ability to execute our business plan.

The competition for qualified management and key personnel

The loss of services of one or more of our key employees, or the inability to hire, train, and retain key personnel, especially

executive managers with cybersecurity industry knowledge, could delay the execution of new acquisitions and launch of new service programs,

disrupt our business, and interfere with our ability to execute our business plan.

operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity professionals.

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Any compromise in the

service quality may delay our business processes and cause economic loss.

service quality may delay our business processes and cause economic los s.

currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors,

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assurance that we will be able to identity and consummate acquisitions that improve our results of operations.

sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.

revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for our solutions, particularly

with respect to large organizations and government entities.

For example, in light of current macroeconomic conditions, we have observed

a lengthening of the sales cycle for some prospective customers that we attribute to higher cost-consciousness around IT budgets.

often view the subscription to our solutions as a significant strategic decision and, as a result, frequently require considerable time

to evaluate, test and qualify our solutions prior to entering into or expanding a relationship with us.

Large enterprises and government

entities in particular, often undertake a significant evaluation process that further lengthens our sales cycle.

Our direct sales team

develops relationships with our customers, and works with our channel partners on account penetration, account coordination, sales and

overall market development.

We spend substantial time and resources on our sales efforts without any assurance that our efforts will

produce a sale.

Security solution purchases are frequently subject to budget constraints, multiple approvals and unanticipated administrative,

processing and other delays.

As a result, it is difficult to predict whether and when a sale will be completed.

The failure of our efforts

to secure sales after investing resources in a lengthy sales process would adversely affect our business, operating results and financial

we recognize revenue from subscriptions to our solutions over the term of the subscription, downturns or upturns in new business will

not be immediately reflected in our operating results.

generally recognize revenue from customers ratably over the term of their subscription, which is generally one to three years.

a substantial portion of the revenue we report in each period is attributable to the recognition of deferred revenue relating to agreements

that we entered into during previous periods.

Consequently, any increase or decrease in new sales or renewals in any one period will

not be immediately reflected in our revenue for that period.

Any such change, however, would affect our revenue in future periods.

the effect of downturns or upturns in new sales and potential changes in our rate of renewals will not be fully reflected in our operating

results until future periods.

We may also be unable to timely reduce our cost structure in line with a significant deterioration in sales

or renewals that would adversely affect our business, operating results, and financial condition.

provide service level commitments under some of our customer contracts.

If we fail to meet these contractual commitments, we could be

obligated to provide partial refunds or our customers could be entitled to terminate their contracts and our business would suffer.

of our customer agreements contain service level commitments, which contain specifications regarding the availability of our solutions

and our support services.

Failure of or disruption to our infrastructure or third-party hosting service providers could impact the performance

of our solutions and the availability of services to customers.

If we are unable to meet our stated service level commitments or if we

suffer extended periods of poor performance or unavailability of our solutions, we may be contractually obligated to provide affected

customers with credit, partial refunds or termination rights.

To date, there has not been a material failure to meet our service level

commitments, and we do not currently have any material liabilities accrued on our consolidated balance sheets for such commitments.

business, operating results, and financial condition would be adversely affected if we suffer performance issues or downtime that exceeds

the service level commitments under our agreements with our customers.

business is subject to the risks of warranty claims from real or perceived defects in our solutions or their misused by our customers

or third parties and provisions in certain agreements potentially expose us to substantial liability and other losses.

may be subject to liability claims for damages related to errors or defects in our solutions.

A material liability claim or other occurrence

that harms our reputation or decreases market acceptance of our solutions will harm our business and operating results.

Although we generally

have limitation of liability provisions in our terms and conditions of sale, they may not fully or effectively protect us from claims

as a result of federal, state or local laws or ordinances, or unfavorable judicial decisions in the United States or other countries.

The sale and support of our solutions also entails the risk of product liability claims.

We employ measures in the form of policy and

technical controls to limit unauthorized access to our solutions by our employees, customers and third-parties, however, these measures

may not fully or effectively protect our solutions from unauthorized access.

Additionally, we typically provide indemnification to customers,

partners or other third parties we do business with for certain losses suffered or expenses incurred as a result of third-party claims

arising from our infringement of a third party’s intellectual property.

We also provide unlimited liability for certain breaches

of confidentiality, as defined in our master subscription agreement.

We also provide limited liability in the event of certain breaches

of our master subscription agreement.

Certain of these contractual provisions survive termination or expiration of the applicable agreement.

To date, we have not incurred any material costs because of such obligations.

However, as we continue to grow, indemnification claims

against us for the obligations listed will increase.

When our customers or other third parties we do business with make intellectual

property rights or other indemnification claims against us, we will incur significant legal expenses and may have to pay damages, license

fees and/or stop using technology found to be in violation of the third party’s rights.

We may also have to seek a license for

the technology.

Such licenses may not be available on reasonable terms, if at all, and may significantly increase our operating expenses

or may require us to restrict our business activities and limit our ability to deliver certain solutions or features.

We may also be

required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause us to alter

our solutions, which could harm our business.

Large indemnity obligations, whether for intellectual property or in certain limited circumstances,

other claims, would harm our business, operating results and financial condition.

Additionally,

our solutions may be used by our customers and other third parties who obtain access to our solutions for purposes other than for which

our solutions was intended.

We maintain insurance to protect against certain claims associated with the use of our solutions, but our

insurance coverage may not adequately cover the claims asserted against us.

In addition, even claims that ultimately are unsuccessful

could result in our expenditure of funds in litigation, divert management’s time and other resources, and harm our business and

We have offered some of our customers a limited warranty, subject to certain conditions.

Any failure or refusal of our insurance

providers to provide the expected insurance benefits to us after we have remediated warranty claims would cause us to incur significant

expense or cause us to cease offering warranties which could damage our reputation, cause us to lose customers, expose us to liability

claims by our customers, negatively impact our sales and marketing efforts, and have an adverse effect on our business, operating results,

and financial condition.

Further, although the terms of the warranty do not allow those customers to use warranty claim payments to fund

payments to persons on the U.S.

Treasury Department’s Office of Foreign Assets Control (OFAC), list of Specially Designated Nationals

and Blocked Persons or who are otherwise subject to U.S.

sanctions, we cannot assure you that all of our customers will comply with our

warranty terms or refrain from taking actions, in violation of our warranty and applicable law.

future results may be affected by various legal and regulatory proceedings and legal compliance risks, including those involving intellectual

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burden of complying with complex and changing foreign regulatory, tax, accounting and legal requirements;

and economic instability, civil unrest, acts of terrorism, force majeure, war, or other armed conflict, including the current military

conflict between Russia and the Ukraine;

social, or economical unrest, terrorism, hostilities or war, including the current military conflict between Russia and the Ukraine

and in the Middle East;

and other national government trade policies affecting the markets for our services;

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macro-economic conditions, such as a rise in interest rates, inflation in the cost of goods and services including labor, a recession

or an economic slowdown in the United States or internationally, including as a result of continuing uncertainty from the COVID-19 pandemic

or the Russia-Ukraine military conflict, could adversely affect demand for our services and make it difficult to accurately forecast

and plan our future business activities.

and global markets have recently been experiencing volatility and disruption due to new

interest rate and inflation increases as well as the continued escalation of geopolitical tensions.

For example, inflation in the United

States began to rise in the second half of 2021 and have remained at high levels through 2022.

Although our business has not yet been

materially negatively impacted by such inflationary pressures, we cannot be certain that neither we nor our customers will be materially

impacted by continued pressures.

Additionally, on February 24, 2022, Russian troops engaged in a full-scale military invasion of Ukraine.

Although the length and impact of the ongoing military conflict is highly unpredictable, it could lead to market disruptions, including

significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

This military conflict

has led to sanctions and other penalties being levied by the United States and European Union, and other countries against Russia, and

other potential sanctions and penalties have also been proposed and/or threatened.

Russian military actions and the resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially

making it more difficult for us to obtain additional funds.

We do not have employees or facilities in Russia or Ukraine, nor do we have

customers and contractors in these locations.

Our business has not yet been materially negatively impacted by this military conflict

However, we cannot be certain that this will not impact our position in the credit market or our ability to acquire cybersecurity

businesses in the short and long term.

or an economic slowdown in the United States or internationally, could adversely affect demand for our services and make it difficult

to accurately forecast and plan our future business activities.

For example, U.S.

and global markets have been experiencing volatility

and disruption due to interest rate and inflation increases, such as higher inflation rates in the U.S., which rose in the second half

of 2021 and have remained above the Federal Reserve’s inflation target, as well as the continued escalation of geopolitical tensions,

including those as a result of the conflicts between Russia and Ukraine and in the Middle East.

We have experienced and continue to experience

inflationary pressures in certain areas of our business.

Although our business has not yet been materially negatively impacted by such

inflationary pressures, we cannot be certain that neither we nor our customers will be materially impacted by continued pressures.

the extent conditions in the domestic and global economy change, our business could be harmed as current and potential customers may

reduce or postpone spending or choose not to purchase our services or products, which they may consider discretionary.

If our customers

face decreased consumer demand, increased regulatory burdens or more limited access to international markets, we may face a decline in

demand for our products and services, and our operating results could be adversely impacted.

the extent conditions in the domestic and global economy change, our business could be harmed as current and potential customers may

reduce or postpone spending or choose not to purchase or renew our services, which they may consider discretionary.

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nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification.

provide services in circumstances where insurance or indemnification may be not available to us.

provide services in circumstances where insurance or indemnification may not be available to us.

Our existing insurance coverages may

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markets to achieve greater service coverage.

The complex regulatory environment in each state may require us to dedicate additional resource

to ensure our service scope and service quality are in compliance with the standards enacted in each state we operate business in.

may incur additional legal and compliance costs, and our service scope may be restrained due to compliance requirements.

This will cause

a delay in our service launch and negatively impact our operating results.

We may also face litigations if we fail to respond accordingly

to these regulatory measures in certain states.

The complex regulatory environment in each state may require us to dedicate additional

resource to ensure our service scope and service quality are in compliance with the standards enacted in each state we operate business

We may incur additional legal and compliance costs, and our service scope may be restrained due to compliance requirements.

will cause a delay in our service launch and negatively impact our operating results.

We may also face litigations if we fail to respond

accordingly to these regulatory measures in certain states.

may become subject to disputes, including litigation, that could negatively impact our business, profitability, and financial condition.

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systems, and resources.

In addition, we have incurred, and expect to continue to incur, significant legal, accounting, insurance, and other

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

within specified time periods and to prepare a proxy statement with respect to our annual meeting of stockholders.

In addition, we have incurred, and expect to continue to incur, significant legal, accounting, insurance, and

other expenses.

The Exchange Act requires us to file annual, quarterly, and current reports with respect to our business and financial

condition within specified time periods and to prepare a proxy statement with respect to our annual meeting of stockholders.

The Sarbanes-Oxley

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then we face the risk that charges to income will be required.

auditor’s opinion on our audited financial statements for the year ended December 31, 2022, included in this annual report on Form

10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

auditor’s opinion on our audited financial statements for the year ended December 31, 2022 includes an explanatory paragraph stating

that our losses and negative cash flows from operations and uncertainty in generating sufficient cash to meet our operating obligations

raise substantial doubt about our ability to continue as a going concern.

While we are pursuing a variety of funding sources and transactions

that could raise capital, there can be no assurances that we will be successful in these efforts or will be able to resolve our liquidity

issues or eliminate our operating losses.

If we are unable to obtain sufficient funding, we would need to significantly reduce our operating

plans and curtail some or all of our strategic plans.

Accordingly, our business, prospects, financial condition, and results of operations

will be materially and adversely affected, and we may be unable to continue as a going concern.

If we are unable to continue as a going

concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited consolidated

financial statements, and it is likely that investors will lose all or a part of their investment.

If we seek additional financing to

fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors

or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all.

auditor’s opinion on our audited consolidated financial statements for the year ended December 31, 2023, included in this

annual report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

auditor’s opinion on our audited consolidated financial statements for the year ended December 31, 2023 includes an

explanatory paragraph stating that our losses and negative cash flows from operations and uncertainty in generating sufficient cash

to meet our operating obligations raise substantial doubt about our ability to continue as a going concern.

While we are pursuing a

variety of funding sources and transactions that could raise capital, there can be no assurances that we will be successful in these

efforts or will be able to resolve our liquidity issues or eliminate our operating losses.

If we are unable to obtain sufficient

funding, we would need to significantly reduce our operating plans and curtail some or all of our strategic plans.

Accordingly, our

business, prospects, financial condition, and results of operations will be materially and adversely affected, and we may be unable

to continue as a going concern.

If we are unable to continue as a going concern, we may have to liquidate our assets and may receive

less than the value at which those assets are carried on our audited consolidated financial statements, and it is likely that

investors will lose all or a part of their investment.

If we seek additional financing to fund our business activities in the future

and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be

unwilling to provide additional funding on commercially reasonable terms or at all.

Related to our Common Stock

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had an aggregate of 11,949,959 issued and outstanding shares of common stock as of December 31, 2023.

Approximately 29,696,079

shares were in street name.

Approximately 4,303,871 shares

were in street name.

The remainder of the outstanding shares may be sold, subject to certain volume limitations, pursuant to Rule 144

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in a change of control of our company.

directors and executive officers beneficially own a substantial majority of our outstanding capital stock and will have the ability to

control our affairs.

current directors and executive officers beneficially own approximately 60.75% of our outstanding capital stock.

these holdings, they effectively control the election of the members of our Board of Directors, our management, and our affairs and may

prevent us from consummating corporate transactions such as mergers, consolidations, or the sale of all or substantially all of our assets

that may be favorable from our standpoint or that of our other stockholders.

are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and we cannot be certain if the reduced

19 unchanged sentences

for our common stock and our stock price may be more volatile or may decrease.

Our directors, a former director

and executive officers beneficially own a substantial majority of our outstanding capital stock and will have the ability to control our

Our current directors and executive officers, and a former director beneficially

own approximately 51.90% of our outstanding capital stock.

By virtue of these holdings, they effectively control the election of the members

of our Board of Directors, our management, and our affairs and may prevent us from consummating corporate transactions such as mergers,

consolidations, or the sale of all or substantially all of our assets that may be favorable from our standpoint or that of our other stockholders.

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

If we fail to satisfy the continued

listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may

take steps to delist our common stock.

On March 29, 2023, we received a letter from the listing qualifications staff of Nasdaq providing

notification that the bid price for our common stock had closed below $1.00 per share for the previous 30 consecutive business days and

our common stock no longer met the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2).

In accordance

with Nasdaq Listing Rule 5810(c)(3)(A), we have an initial period of 180 calendar days to regain compliance.

To regain compliance, the

closing bid price of our common stock has to be $1.00 per share or more for a minimum of 10 consecutive business days at any time before

the expiration of the initial compliance period.

In the event that we are unable to regain compliance with Rule 5550(a)(2) during the

initial compliance period, Nasdaq rules provide that we may be eligible for an additional 180 calendar day compliance period.

we need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for

the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and to provide written notice of our intention to

cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

The liquidity of the shares of

our common stock may be affected adversely by a reverse stock split undertaken to address such compliance failure, given the reduced number

of shares that are outstanding following a reverse stock split.

In addition, reverse stock splits may increase the number of stockholders

who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in

the cost of selling their shares and greater difficulty effecting such sales.

In the event that we are unable to establish compliance, or again become

non-compliant, with Rule 5550(a)(2) and cannot re-establish compliance within the require timeframe, our common stock could be delisted

from Nasdaq, which could have a material adverse effect on our financial condition and which would cause the value of our common stock

If our common stock is not eligible for listing or quotation on another market or exchange, trading of our common stock could

be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets

or the OTC Bulletin Board.

In such event, it would become more difficult to dispose of, or obtain accurate price quotations for, our common

stock, and there would likely be a reduction in our coverage by security analysts and the news media, which could cause the price of our

common stock to decline further.

In addition, it may be difficult for us to raise additional capital if we are not listed on a national

securities exchange.

we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum

closing bid price requirement, Nasdaq may take steps to delist our common stock.

On March 29, 2023, we received a letter from the

listing qualifications staff of Nasdaq providing notification that the bid price for our common stock had closed below $1.00 per

share for the previous 30 consecutive business days and our common stock no longer met the minimum bid price requirement for

continued listing under Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had an initial

period of 180 calendar days to regain compliance.

To regain compliance, the closing bid price of our common stock had to be $1.00

per share or more for a minimum of 10 consecutive business days at any time before the expiration of the initial compliance period.

We were unable to regain compliance with Rule 5550(a)(2) during the initial compliance period, but pursuant to Nasdaq rules we were

eligible for an additional 180 calendar day compliance period.

To qualify, we needed to meet the continued listing requirement for

market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of

the minimum bid price requirement, and we were required to provide written notice of our intention to cure the deficiency during the

second compliance period, by effecting a reverse stock split, if necessary.

Subsequently, on December 28, 2023, we received a letter

from the listing qualifications staff of Nasdaq providing notification that the bid price for our common stock had closed below

$0.10 per share for the previous 10 consecutive trading days and our common stock no longer met the minimum bid price requirement

for continued listing under Nasdaq Listing Rule 5550(a)(2).

Accordingly we were subject to the provisions contemplated under Nasdaq

Listing Rule 5810(c)(3)(A)(iii), and as a result, Nasdaq determined to delist our securities.

We were granted an appeal with

Nasdaq’s Hearings Panel on March 28, 2024.

On March 8, 2024, our 1-for-15 reverse split became effective, increasing the bid

price for our common stock above $1.00 per share.

On March 22, 2024, we received notification from Nasdaq that we had regained

compliance with the bid price requirements as set forth under Nasdaq Listing Rule 550(a)(2).

As a result of regaining compliance,

our appeal with Nasdaq’s Hearing Panel was cancelled.

We must continue

to maintain a minimum closing bid price over $1.00 per share pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

If our closing bid price

falls below $1.00 per share for more than 30 consecutive trading days, we may again be deemed noncompliant with Nasdaq’s

continued listing requirements.

liquidity of the shares of our common stock may be affected adversely by the reverse stock split undertaken to address such compliance

failure, given the reduced number of shares that are outstanding following a reverse stock split.

In addition, reverse stock splits may

increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders

to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

the event that we again become non-compliant with Rule 5550(a)(2) and cannot re-establish compliance

within the required timeframe, our common stock could be delisted from Nasdaq, which could have a material adverse effect on our financial

condition and which would cause the value of our common stock to decline.

If our common stock is not eligible for listing or quotation

on another market or exchange, trading of our common stock could be conducted in the over-the-counter market or on an electronic bulletin

board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board.

In such event, it would become more difficult

to dispose of, or obtain accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security

analysts and the news media, which could cause the price of our common stock to decline further.

In addition, it may be difficult for

us to raise additional capital if we are not listed on a national securities exchange.

a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors,

and may not satisfy the investing requirements of those investors.

Consequently, the trading liquidity of our common stock may not improve.

we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance

that a reverse stock split will result in a share price that will attract new investors, including institutional investors.

there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors.

the trading liquidity of our common stock may not necessarily improve.

do not intend to pay dividends on our common stock.

29 unchanged sentences

Since shares of our common stock were sold in our initial public offering (IPO) in January 2021 at a

price of $5.00 per share, the reported high and low sales prices of our common stock have ranged from $0.22 to $10.78 per share through

March 27, 2023.

price of $75.00 (1) per share, the reported high and low sales prices of our common stock have ranged from $1.12 (1)

to $138.15 (1) per share through March 31, 2024.

Factors that may cause the market price of our common stock to fluctuate include:

29 unchanged sentences

result in substantial costs and a diversion of management’s attention and resources.

UNRESOLVED STAFF COMMENTS

price adjusted to reflect a 1-for-15 reverse stock split that occurred on March 8, 2024.

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