What changed in this filing

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Item 1A. Risk Factors

2026-03-30 compared with 2025-03-31 · 703 added, 649 removed, 390 unchanged (78% of the section changed)

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Related to Our Business and Industry

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

our operations.

will need to raise capital 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, 2025 and December 31, 2024, and we have limited cash flow.

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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.

have acquired multiple businesses.

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

that provide comparable or complementary services.

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

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

Because 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.

We 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

We 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

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

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.

dependence on a significant customer for a material portion of our revenue and accounts receivable exposes us to risks that could

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

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.

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

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economic conditions in the United States may adversely impact our business and operating results.

may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial

use of AI technology in our IT infrastructure could improve internal process but poses security and privacy risks.

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

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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.

in our amended and restated certificate of incorporation, as amended (our ‘certificate of incorporation”), our second

amended and restated by-laws (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.

ability to access the full amount available under the purchase agreement with B.

Riley is not guaranteed, and our broad discretion

over the use of any proceeds we receive may not result in improved financial performance or stockholder value.

issuance and potential conversion of Series B Preferred Stock may adversely affect our common stockholders and the market price of

our common stock, and our obligation to redeem shares of Series B Preferred Stock upon certain triggering events could materially

harm our liquidity and financial condition.

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

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

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.

directors, a former director, a consultant, and an executive officer 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.

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

do not intend to pay dividends on our common stock.

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Related to Our Business and Industry

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

Our growth strategy focuses

on expanding our client base and increasing consolidated revenue through strategic acquisitions and seamless integration of businesses

offering complementary cybersecurity services.

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

growth strategy focuses on expanding our client base and increasing consolidated revenue through strategic acquisitions and seamless

integration of businesses offering complementary cybersecurity services.

As of December 31, 2025, our business has not yet achieved profitability.

To reach profitability

and sustain long-term growth, we require adequate funding, significant revenue growth, and continued successful integration of our acquisitions.

To reach profitability and sustain long-term growth, we require adequate funding, significant revenue growth, and continued successful

integration of our acquisitions.

As of March 27, 2026, we maintained cash resources of approximately $1,013,225.

We plan to fund operations

through a combination of available net operating cash flows and future capital raises, which may include issuing equity or other securities.

plan to fund operations through a combination of available net operating cash flows and future capital raises, which may include issuing

equity or other securities.

This approach may result in dilution for existing stockholders.

Any newly issued securities may carry rights, preferences, or privileges

that differ from those of our existing common stock.

Any newly issued securities may carry rights,

preferences, or privileges that differ from those of our existing common stock.

incurred significant operating losses during the years ended December 31, 2025 and December 31, 2024, and we have limited cash flow.

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

are unable to predict if and when we will be able to generate significant positive cash flow or achieve profitability.

Our plan regarding

these matters is to strengthen our revenue and continue improving operational efficiencies across the business.

There can be no assurances

that we will be successful in increasing revenue, improving operational efficiencies or that financing will be available or, if available,

that such financing will be available under favorable terms.

In the event that we are unable to generate adequate revenue to cover expenses

and cannot obtain additional financing, we may need to cut back or curtail our expansion plans.

incurred losses from operations of $8,785,052 and $14,589,635 for the years ended December 31, 2025 and December 31, 2024, respectively,

and net losses of $8,073,930 and $24,243,919 for those same periods.

As of December 31, 2025, we had cash and cash equivalents of $1,695,994,

current assets of $3,264,224, and current liabilities of $7,738,489, resulting in a working capital deficit of $4,474,265.

Our limited cash position and working

capital deficit present meaningful constraints on our ability to fund operations, pursue strategic opportunities, or respond to unanticipated

adverse business developments.

We cannot predict with certainty when, or whether, we will achieve sustained positive cash flow from operations

or profitability.

Our strategy to address these losses includes strengthening revenue and improving operational efficiencies across the

business, but there can be no assurance these measures will be sufficient or successful.

Our cash balance of $1,695,994 may be insufficient

to fund operations for an extended period, particularly if revenue growth does not materialize as anticipated or if unexpected expenses

Any future financing may involve significant dilution to existing stockholders or impose restrictive covenants that limit our

operational flexibility.

Our constrained liquidity position could also prevent us from pursuing strategic opportunities or retaining

key personnel critical to executing our business plan.

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

As we shift our growth

strategy from acquisition-driven expansion to a focus on organic growth, we recognize the importance of effectively integrating and scaling

our operations.

This transition requires the careful alignment of managerial, operational, sales, marketing, financial, and other key

functions across the organization.

Successfully managing these dynamics is critical to sustaining our growth trajectory and enhancing

long-term stockholder value.

Our ability to achieve

future growth will depend on the following factors:

Attracting, integrating, developing, and retaining skilled personnel across all functions, with a particular focus on building a strong,

high-performing salesforce and expanding our cybersecurity expertise.

Executing efficient post-acquisition integration processes where applicable, while maintaining cost discipline and optimizing operational

Strengthening our operational, financial, and management systems to support scalability, ensure transparency, and improve overall business

We anticipate that these

growth initiatives will place increasing demands on our management team, including the need to balance day-to-day operational responsibilities

with the strategic oversight required to guide expansion.

As our leadership team continues to evolve, limited long-term experience working

together may present challenges to operational cohesion.

we shift our growth strategy from acquisition-driven expansion to a focus on organic growth, we recognize the importance of effectively

integrating and scaling our operations.

This transition requires the careful alignment of managerial, operational, sales, marketing,

financial, and other key functions across the organization.

Successfully managing these dynamics is critical to sustaining our growth

trajectory and enhancing long-term stockholder value.

ability to achieve future growth will depend on the following factors:

integrating, developing, and retaining skilled personnel across all functions, with a particular focus on building a strong, high-performing

salesforce and expanding our cybersecurity expertise.

efficient post-acquisition integration processes where applicable, while maintaining cost discipline and optimizing operational performance.

Strengthening

our operational, financial, and management systems to support scalability, ensure transparency, and improve overall business performance.

anticipate that these growth initiatives will place increasing demands on our management team, including the need to balance day-to-day

operational responsibilities with the strategic oversight required to guide expansion.

As our leadership team continues to evolve, limited

long-term experience working together may present challenges to operational cohesion.

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.

Our business is significantly

dependent on the continued efforts and abilities of our senior management and executive officers.

The loss of services of one or more

of these key individuals, or our inability to attract, train, and retain key personnel, could materially disrupt our operations, delay

strategic initiatives, and hinder our ability to execute our business plan.

At present, we do not

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

The competition for qualified management and personnel,

particularly those with specialized expertise in the cybersecurity industry, is intense.

If we were to lose the services of any of our

key executives, or if we are unable to successfully recruit, retain, and develop personnel with the necessary skills and industry knowledge,

our ability to continue executing on our acquisition strategy and service program development could be adversely impacted.

such a loss could have a significant effect on our ability to maintain and grow client relationships, which may negatively impact our

financial performance and long-term prospects.

We recognize the critical importance of having a strong and capable leadership team to execute our business strategy.

As such, we continue to explore options for mitigating these risks, including potential investments in succession planning and talent

However, there can be no assurance that we will be successful in securing or retaining the right talent, and any failure

to do so may materially affect our ability to achieve our objectives.

business is significantly dependent on the continued efforts and abilities of our senior management and executive officers.

of services of one or more of these key individuals, or our inability to attract, train, and retain key personnel, could materially disrupt

our operations, delay strategic initiatives, and hinder our ability to execute our business plan.

present, we do not maintain key man insurance for any members of our senior management or key personnel.

The competition for qualified

management and personnel, particularly those with specialized expertise in the cybersecurity industry, is intense.

If we were to lose

the services of any of our key executives, or if we are unable to successfully recruit, retain, and develop personnel with the necessary

skills and industry knowledge, our ability to continue executing on our acquisition strategy and service program development could be

adversely impacted.

Furthermore, such a loss could have a significant effect on our ability to maintain and grow client relationships,

which may negatively impact our financial performance and long-term prospects.

We recognize the critical importance of having a strong

and capable leadership team to execute our business strategy.

As such, we continue to explore options for mitigating these risks, including

potential investments in succession planning and talent development.

However, there can be no assurance that we will be successful in

securing or retaining the right talent, and any failure to do so may materially affect our ability to achieve our objectives.

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

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

To execute our growth

strategy, attracting and retaining highly skilled compliance and cybersecurity experts remains critical.

The demand for these professionals

is intense, particularly given the global shortage of talent with the technical and strategic expertise required to deliver exceptional

services to our clients.

Our competitors, many

with greater resources, also seek to recruit skilled professionals, and compensation packages—particularly stock options and other

equity incentives—often play a significant role in attracting candidates.

We are mindful of the importance of offering competitive

compensation, but recognize that fluctuations in stock value can impact this dynamic.

We continually evaluate our compensation strategies

to ensure they align with market trends and support our long-term growth objectives.

execute our growth strategy, attracting and retaining highly skilled compliance and cybersecurity experts remains critical.

for these professionals is intense, particularly given the global shortage of talent with the technical and strategic expertise required

to deliver exceptional services to our clients.

competitors, many with greater resources, also seek to recruit skilled professionals, and compensation packages—particularly stock

options and other equity incentives—often play a significant role in attracting candidates.

We are mindful of the importance of

offering competitive compensation, but recognize that fluctuations in stock value can impact this dynamic.

We continually evaluate our

compensation strategies to ensure they align with market trends and support our long-term growth objectives.

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

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

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

and consultants to provide certain services.

There can be no assurance that the services of these independent organizations, advisors,

and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified replacements.

if we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants

is compromised for any reason, some of our business activities may be delayed or terminated, and we may not be able to mitigate negative

impacts or otherwise advance our business.

There can be no assurance that we will be able to manage our existing consultants or find

other competent outside contractors and consultants on economically reasonable terms, if at all.

If we are not able to effectively expand

our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully

implement the tasks necessary to further expand and, accordingly, may not achieve our business goals.

have recently acquired multiple businesses.

we are not dependent on any one contractor, we currently rely, and for the foreseeable future will continue to rely, on certain independent

organizations, advisors, and consultants to provide certain services.

There can be no assurance that the services of these independent

organizations, advisors, and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified

replacements.

In addition, if we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services

provided by consultants is compromised for any reason, some of our business activities may be delayed or terminated, and we may not be

able to mitigate negative impacts or otherwise advance our business.

There can be no assurance that we will be able to manage our existing

consultants or find other competent outside contractors and consultants on economically reasonable terms, if at all.

If we are not able

to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be

able to successfully implement the tasks necessary to further expand and, accordingly, may not achieve our business goals.

have acquired multiple businesses.

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

that provide comparable or complementary services.

have completed the acquisition and integration of several complementary businesses, and we intend to consider opportune additional

potential strategic transactions that enhance stockholder value, which could involve acquisitions of businesses or assets, joint

ventures, or investments in businesses or technologies that expand, complement, or otherwise relate to our business.

consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties.

our relationships fail to materialize into significant agreements, or should we fail to work efficiently with these companies, we

may lose sales and marketing opportunities and our business, results of operations, and financial condition could be adversely

have completed the acquisition and integration of several complementary businesses, and we intend to consider opportune additional potential

strategic transactions that enhance stockholder value, which could involve acquisitions of businesses or assets, joint ventures, or investments

in businesses or technologies that expand, complement, or otherwise relate to our business.

We may also consider, from time to time,

opportunities to engage in joint ventures or other business collaborations with third parties.

Should our relationships fail to materialize

into significant agreements, or should we fail to work efficiently with these companies, we may lose sales and marketing opportunities

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

business acquisition creates risks such as, among others:

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operational integration;

and (c) the acquisition or disposition of lines of businesses.

or (c) the acquisition or disposition of lines of businesses.

Also, such activities could result in one-time

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in businesses may negatively affect our operating results.

Additionally,

any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges to earnings associated

with any acquisition or investment activity, may materially reduce our earnings.

Future acquisitions or joint ventures may not result

in their anticipated benefits and we may not be able to properly integrate acquired technologies or businesses with our existing operations

or successfully combine personnel and cultures.

Failure to do so could deprive us of the intended benefits of those acquisitions.

Additionally, any impairment of goodwill or other intangible assets acquired

in an acquisition or in an investment, or charges to earnings associated with any acquisition or investment activity, may materially

reduce our earnings.

Future acquisitions or joint ventures may not result in their anticipated benefits and we may not be able to properly

integrate acquired technologies or businesses with our existing operations or successfully combine personnel and cultures.

do so could deprive us of the intended benefits of those acquisitions.

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

Our operating results are subject to a variety of

factors that could cause our financial performance to fluctuate significantly.

These factors include, but are not limited to, fluctuations

in client demand, competitive pricing pressures, debt servicing obligations, and general economic conditions.

Our ability to achieve consistent

revenue growth is highly dependent on several key elements, including:

operating results are subject to a variety of factors that could cause our financial performance to fluctuate significantly.

These factors

include, but are not limited to, fluctuations in client demand, competitive pricing pressures, debt servicing obligations, and general

economic conditions.

Our ability to achieve consistent revenue growth is highly dependent on several key elements, including:

Demand and Sales Targets:

We may experience variability in our sales performance, which

could affect our ability to meet financial targets.

This is especially true if new service

offerings receive a poor response from clients or if client acquisition costs rise due to

increased competition in the market.

● Competition

We may experience variability in our sales performance, which could affect our ability to meet financial

This is especially true if new service offerings receive a poor response from clients or if client acquisition costs rise

due to increased competition in the market.

and Market Positioning:

Intense competition within the cybersecurity and managed IT services

sector can lead to downward pressure on pricing, potentially affecting our profitability.

If we are unable to maintain or grow our market share through innovation or service differentiation,

our financial performance could be negatively impacted.

Intense competition within the cybersecurity and managed IT services sector can lead to downward pressure

on pricing, potentially affecting our profitability.

If we are unable to maintain or grow our market share through innovation or

service differentiation, our financial performance could be negatively impacted.

Growth Strategy:

Our growth is largely dependent on our ability to expand our client

base and increase revenue from existing clients through organic growth.

We face risks associated

with the execution of this strategy, including the challenge of effectively scaling our operations

to meet increasing demand and the potential for higher-than-expected client acquisition costs.

General economic conditions, including changes in client spending patterns or

economic downturns, may adversely impact demand for our services, which could result in lower

revenue growth or even a decline in revenue.

● Operational

Our growth is largely dependent on our ability to expand our client base and increase revenue from existing

clients through organic growth.

We face risks associated with the execution of this strategy, including the challenge of effectively

scaling our operations to meet increasing demand and the potential for higher-than-expected client acquisition costs.

General economic conditions, including changes in client spending patterns or economic downturns, may adversely impact

demand for our services, which could result in lower revenue growth or even a decline in revenue.

and Execution Risks:

We may encounter unexpected operational or execution challenges,

such as the inability to hire and retain top talent or issues related to service delivery,

which could disrupt our growth trajectory.

Additionally, changes in regulatory requirements

or industry standards could affect our operations and increase compliance costs.

As we grow, we may incur additional debt to fund our operations or invest

in new capabilities.

This could result in increased interest expenses and the need to meet

debt covenants, which may limit our financial flexibility and affect our ability to pursue

growth initiatives.

While we have a robust strategy

in place to manage and mitigate these risks, there can be no assurance that we will successfully navigate the challenges associated with

organic growth.

We cannot guarantee that our efforts will result in sustainable revenue growth, improved profitability, or the achievement

of long-term financial objectives.

We may encounter unexpected operational or execution challenges, such as the inability to hire and retain

top talent or issues related to service delivery, which could disrupt our growth trajectory.

Additionally, changes in regulatory

requirements or industry standards could affect our operations and increase compliance costs.

As we grow, we may incur additional debt to fund our operations or invest in new capabilities.

This could result in

increased interest expenses and the need to meet debt covenants, which may limit our financial flexibility and affect our ability

to pursue growth initiatives.

we have a robust strategy in place to manage and mitigate these risks, there can be no assurance that we will successfully navigate the

challenges associated with organic growth.

We cannot guarantee that our efforts will result in sustainable revenue growth, improved profitability,

or the achievement of long-term financial objectives.

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

Our sales cycles are

often long and unpredictable, and our sales efforts require significant time, resources, and investment.

These factors introduce considerable

uncertainty into our ability to forecast revenue and operating results.

sales cycles are often long and unpredictable, and our sales efforts require significant time, resources, and investment.

These factors

introduce considerable uncertainty into our ability to forecast revenue and operating results.

Specifically:

Length and Unpredictability of the Sales Cycle:

and Unpredictability of the Sales Cycle:

The sales cycle for our solutions, particularly with large enterprises and government

entities, can be extended due to the complex nature of the solutions we provide.

These customers typically require a significant amount

of time to evaluate, test, and qualify our solutions before committing to a purchase or expansion of the relationship.

In light of current

macroeconomic conditions, we have observed an increase in the length of the sales cycle, primarily driven by heightened cost-consciousness

around IT budgets.

As a result, prospective customers may delay or prolong their decision-making process, making it challenging to predict

when, or if, a sale will be finalized.

Challenges in Securing Sales:

Our sales efforts, which are carried out by both our direct sales team and channel partners, involve

substantial time and expense.

These customers typically require a significant

amount of time to evaluate, test, and qualify our solutions before committing to a purchase or expansion of the relationship.

light of current macroeconomic conditions, we have observed an increase in the length of the sales cycle, primarily driven by heightened

cost-consciousness around IT budgets.

As a result, prospective customers may delay or prolong their decision-making process, making

it challenging to predict when, or if, a sale will be finalized.

in Securing Sales:

Our sales efforts, which are carried out by both our direct sales team and channel partners, involve substantial

time and expense.

We invest considerable resources in developing relationships with customers, coordinating account penetration,

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and processing steps, all of which contribute to the difficulty in predicting the timing of sales.

Impact on Financial Performance:

Given the length and unpredictability of our sales cycles, we may face challenges in accurately

forecasting revenue, particularly for large and government accounts.

The failure to close sales after investing significant resources

in a lengthy sales process could have a material adverse effect on our business, operating results, and financial condition.

Considering these factors, we cannot guarantee that we will successfully close sales in the anticipated timeframes,

and the uncertainty surrounding our sales cycle may affect our ability to achieve our revenue and financial objectives.

on Financial Performance:

Given the length and unpredictability of our sales cycles, we may face challenges in accurately forecasting

revenue, particularly for large and government accounts.

The failure to close sales after investing significant resources in a lengthy

sales process could have a material adverse effect on our business, operating results, and financial condition.

these factors, we cannot guarantee that we will successfully close sales in the anticipated timeframes, and the uncertainty surrounding

our sales cycle may affect our ability to achieve our revenue and financial objectives.

dependence on a significant customer for a material portion of our revenue and accounts receivable exposes us to risks that could have

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

the year ended December 31, 2025, one customer accounted for approximately 10% of our total revenue as reflected in our consolidated

statements of operations and comprehensive loss, and that same customer represented approximately 17% of our accounts receivable balance

as of December 31, 2025.

We may be unable to retain a significant customer if it determines to switch to a competitor offering lower

prices or more favorable terms, elects to bring in-house the products or services we currently provide, or experiences a deterioration

in its own financial condition or business operations that reduces its demand for our offerings.

A significant customer may also seek

to renegotiate its contractual arrangements with us on terms less favorable to us, including seeking price reductions or extended payment

terms, which could adversely affect our revenue and margins.

If a significant customer were acquired by, or merged with, another company,

the acquiring entity may have existing vendor relationships that displace ours, further reducing or eliminating revenue from that customer.

A loss of or significant reduction in business from a significant customer would likely cause an immediate and material decline in our

revenue and operating results, and we may be unable to replace that revenue in a timely manner or at all given the lead time typically

required to onboard new customers of comparable size.

The concentration of accounts receivable from a single customer further increases

our exposure to credit risk, as any failure by that customer to pay amounts owed to us could materially adversely affect our cash flow

and liquidity.

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.

We recognize revenue

from customer subscriptions ratably over the term of their agreement, which generally spans one to three years.

As a result, a significant

portion of the revenue we report in any given period is derived from the recognition of deferred revenue related to agreements entered

into in prior periods.

recognize revenue from customer subscriptions ratably over the term of their agreement, which generally span one to three years.

result, a significant portion of the revenue we report in any given period is derived from the recognition of deferred revenue related

to agreements entered into in prior periods.

This model presents the following risks:

Delayed Impact of Sales

Fluctuations:

Any increase or decrease in new sales or renewals in a given period will not be immediately reflected in our revenue

for that period.

Instead, the financial impact of these changes will be realized in future periods as the associated deferred revenue

is recognized.

Consequently, fluctuations in sales or renewals, particularly during periods of economic uncertainty, may not be fully

captured in our reported revenue until later, making it more difficult to assess our immediate financial performance.

Renewal Rates and Sales

Impact of Sales Fluctuations:

Any increase or decrease in new sales or renewals in a given period will not be immediately reflected

in our revenue for that period.

Instead, the financial impact of these changes will be realized in future periods as the associated

deferred revenue is recognized.

Consequently, fluctuations in sales or renewals, particularly during periods of economic uncertainty,

may not be fully captured in our reported revenue until later, making it more difficult to assess our immediate financial performance.

Rates and Sales Cycles:

Our revenue is also influenced by the rate of renewals, which can be unpredictable.

A decline in renewals or a decrease

in new sales would not immediately impact our reported revenue but could affect future revenue recognition.

Conversely, an increase

in sales or renewals will positively impact our future revenue but may not be reflected immediately in the current period’s results.

Operational Adjustments

and Cost Structure:

A decline in renewals

or a decrease in new sales would not immediately impact our reported revenue but could affect future revenue recognition.

an increase in sales or renewals will positively impact our future revenue but may not be reflected immediately in the current period’s

Adjustments and Cost Structure:

The delayed recognition of revenue can also affect our ability to quickly adjust our cost structure.

event of a significant downturn in sales or renewals, we may be unable to immediately reduce costs in line with revenue reductions,

In the event of a significant downturn in sales or renewals, we may be unable to immediately reduce costs in line with revenue reductions,

which could negatively affect our profitability and financial condition.

As a result of these

factors, our ability to manage and adjust our operations in response to changes in sales or renewals may be hindered, potentially leading

to variability in our financial results from period to period.

We may also face challenges in maintaining profitability if revenue trends

do not align with our cost structure adjustments.

a result of these factors, our ability to manage and adjust our operations in response to changes in sales or renewals may be hindered,

potentially leading to variability in our financial results from period to period.

We may also face challenges in maintaining profitability

if revenue trends do not align with our cost structure adjustments.

provide service level commitments under some of our customer contracts.

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

Certain of our customer

agreements include service level commitments, which specify the availability and performance of our solutions and support services.

to meet these commitments could have a material adverse effect on our business.

The following outlines key risks associated with our service

level commitments:

Failure to Meet Service Level Commitments:

of our customer agreements include service level commitments, which specify the availability and performance of our solutions and support

Failure to meet these commitments could have a material adverse effect on our business.

The following outlines key risks associated

with our service level commitments:

to Meet Service Level Commitments:

Our infrastructure, or that of our third-party hosting service providers, could experience

disruptions, impacting the performance and availability of our solutions.

If we fail to meet the agreed-upon service levels, we may be

required to provide affected customers with credits, partial refunds, or even allow them to terminate their contracts.

Although we have

not experienced any material failures to meet our service level commitments to date, any significant downtime or poor performance beyond

agreed-upon service levels could negatively impact our reputation, customer retention, and financial results.

Adverse Business Impact:

Any failure to meet service levels could result in substantial operational challenges, including loss

of customer trust, which would adversely affect our business, operating results, and financial condition.

We may also face increased

costs related to crediting or refunding customers or managing customer contract terminations.

If we fail to meet the agreed-upon service levels, we may

be required to provide affected customers with credits, partial refunds, or even allow them to terminate their contracts.

we have not experienced any material failures to meet our service level commitments to date, any significant downtime or poor performance

beyond agreed-upon service levels could negatively impact our reputation, customer retention, and financial results.

Business Impact:

Any failure to meet service levels could result in substantial operational challenges, including loss of customer

trust, which would adversely affect our business, operating results, and financial condition.

We may also face increased costs related

to crediting or refunding customers or managing customer contract terminations.

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.

Our solutions are subject

to warranty claims arising from real or perceived defects or misuse by our customers or third parties.

The following risks are associated

with potential liability claims:

Product Liability and Warranty Claims:

solutions are subject to warranty claims arising from real or perceived defects or misuse by our customers or third parties.

The following

risks are associated with potential liability claims:

Liability and Warranty Claims:

We are subject to risks of liability for errors, defects, or failures in our solutions.

While we generally have limitations of liability provisions in our contracts, they may not fully shield us from claims under federal,

state, or local laws, or unfavorable judicial decisions.

we generally have limitations of liability provisions in our contracts, they may not fully shield us from claims under federal, state,

or local laws, or unfavorable judicial decisions.

We may also be exposed to product liability claims, especially if our solutions

are found to be defective or cause harm to customers.

Indemnification and Legal Risks:

We provide indemnification to customers, partners, and other third parties for losses arising

from third-party intellectual property claims related to our solutions.

We also offer unlimited liability for certain breaches of confidentiality

and limited liability for breaches of our master subscription agreements.

Indemnification

and Legal Risks:

We provide limited indemnification to customers, partners, and other third parties for losses arising from third-party

intellectual property claims related to our solutions.

We also offer limited liability for certain breaches of confidentiality and

limited liability for breaches of our master service agreements.

While we have not incurred any material costs due to such indemnification

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damages, or licensing fees.

We may also be required to stop using technology found to infringe upon third-party rights, which could disrupt

our business operations.

Intellectual Property Infringement:

If we are found to be infringing on a third party’s intellectual property rights, we

could face substantial damages and legal costs.

Additionally, we may need to obtain licenses for certain technologies, which may not

be available on favorable terms or at all.

The inability to secure necessary licenses could limit our ability to deliver solutions or

features to our customers and harm our competitive position.

Unauthorized Use of Solutions:

Our solutions may be misused by customers or third parties for purposes other than what they were

intended for, which could expose us to liability claims.

Although we maintain insurance to mitigate certain risks, our coverage may not

fully protect us from the claims asserted against us.

We may also be required to stop using technology found to infringe upon third-party rights, which could

disrupt our business operations.

Property Infringement:

If we are found to be infringing on a third party’s intellectual property rights, we could face

substantial damages and legal costs.

Additionally, we may need to obtain licenses for certain technologies, which may not be available

on favorable terms or at all.

The inability to secure necessary licenses could limit our ability to deliver solutions or features

to our customers and harm our competitive position.

Use of Solutions:

Our solutions may be misused by customers or third parties for purposes other than what they were intended

for, which could expose us to liability claims.

Although we maintain insurance to mitigate certain risks, our coverage may not fully

protect us from the claims asserted against us.

Even unsuccessful claims could result in significant litigation costs, diversion

of management resources, and reputational harm.

Impact of Warranty and Insurance Coverage:

of Warranty and Insurance Coverage:

We offer limited warranties to some customers, which are subject to certain conditions.

If our insurance providers fail to fulfill their obligations, or if we cease offering warranties, we may face significant expenses or

our insurance providers fail to fulfill their obligations, or if we cease offering warranties, we may face significant expenses or

lose customer trust.

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and financial condition.

We continue to monitor and manage these risks, but there can be no assurance that our efforts will prevent material

adverse impacts on our business.

continue to monitor and manage these risks, but there can be no assurance that our efforts will prevent material adverse impacts on our

Additionally,

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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.

We maintain insurance to protect against claims associated with our products and services, 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 reputation.

We have offered our customers of CHECKLIGHT ® a limited financial warranty, subject to certain conditions.

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

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

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

Our business is subject

to various legal and regulatory proceedings, and we face compliance risks in multiple areas, including intellectual property, governmental

regulations, and international anti-bribery and anti-corruption laws.

These risks may adversely impact our business and financial results.

business is subject to various legal and regulatory proceedings, and we face compliance risks in multiple areas, including intellectual

property, governmental regulations, and international anti-bribery and anti-corruption laws.

These risks may adversely impact our business

and financial results.

Specifically:

Legal and Compliance Risks:

and Compliance Risks:

We may be involved in legal or regulatory proceedings related to intellectual property disputes, compliance

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of operations and cash flows.

Regulatory Uncertainty:

As regulations evolve, particularly in relation to intellectual property and international compliance

standards, we could face additional legal challenges or expenses related to these matters.

The resolution of any significant legal dispute

or regulatory matter could have a substantial impact on our financial position and operations.

As regulations evolve, particularly in relation to intellectual property and international compliance standards,

we could face additional legal challenges or expenses related to these matters.

The resolution of any significant legal dispute or

regulatory matter could have a substantial impact on our financial position and operations.

may be subject to risks from operating internationally.

We may seek to

expand our operations in international markets, which may expose us to a variety of risks.

Our international business growth is subject to numerous challenges, including:

Compliance with Foreign

Operating in foreign markets requires compliance with a complex and constantly changing landscape of tax, legal, accounting,

and regulatory requirements.

These challenges could result in increased costs and operational difficulties as we navigate diverse legal

systems and business practices across multiple jurisdictions.

Geopolitical and Economic

International operations expose us to political, social, and economic instability, including risks arising from war, terrorism,

or conflicts such as the ongoing military tensions between Russia and Ukraine, and in the Middle East.

These geopolitical risks could

disrupt our operations, harm our ability to conduct business, and negatively impact market conditions for our services.

Changes in Trade Policies:

Modifications in trade policies, tariffs, and taxes in the United States or other national governments could disrupt market access and increase

the cost of doing business in certain regions.

We must continuously monitor and adapt to these regulatory shifts to maintain our competitiveness

in foreign markets.

Market Acceptance and

Expanding into foreign markets requires the development of superior products and services that meet local demand.

must gain market acceptance while also expanding our offerings efficiently.

Failures in product adaptation or local market penetration

could impede our international growth.

Non-Compliance with International

Operating in multiple countries exposes us to the risk of non-compliance with a broad range of laws, including anti-corruption,

export control, and anti-boycott regulations.

Non-compliance could lead to significant legal penalties and reputational damage.

Sovereign Risk:

face increased sovereign risk, particularly in emerging markets where there is a greater risk of government defaults, economic deterioration,

or downgrades in credit ratings.

These factors could destabilize markets in which we operate, affecting our operations and financial

Logistical and Communication

Operating internationally involves logistical complexities, such as managing supply chains, communication across time

zones, and coordinating activities in diverse business environments.

These challenges can disrupt our operations and delay service

Contractual and Currency

International contracts are subject to interpretation under foreign laws, which can create risks in the event of a dispute.

Additionally, fluctuations in currency exchange rates, devaluations, or conversion restrictions could impact the value of our revenues

and costs, potentially resulting in financial losses.

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

and stock price.

may seek to expand our operations in international markets, which may expose us to a variety of risks.

Our international business growth

is subject to numerous challenges, including:

with Foreign Regulations:

Operating in foreign markets requires compliance with a complex and constantly changing landscape of

tax, legal, accounting, and regulatory requirements.

These challenges could result in increased costs and operational difficulties

as we navigate diverse legal systems and business practices across multiple jurisdictions.

and Economic Risks:

International operations expose us to political, social, and economic instability, including risks arising

from war, terrorism, or conflicts such as the ongoing military tensions between Russia and Ukraine, and in the Middle East.

geopolitical risks could disrupt our operations, harm our ability to conduct business, and negatively impact market conditions for

our services.

in Trade Policies:

Modifications in trade policies, tariffs, and taxes in the United States or other national governments could

disrupt market access and increase the cost of doing business in certain regions.

We must continuously monitor and adapt to these

regulatory shifts to maintain our competitiveness in foreign markets.

Acceptance and Expansion:

Expanding into foreign markets requires the development of superior products and services that meet

local demand.

We must gain market acceptance while also expanding our offerings efficiently.

Failures in product adaptation or local

market penetration could impede our international growth.

Non-Compliance

with International Laws:

Operating in multiple countries exposes us to the risk of non-compliance with a broad range of laws,

including anti-corruption, export control, and anti-boycott regulations.

Non-compliance could lead to significant legal penalties

and reputational damage.

We face increased sovereign risk, particularly in emerging markets where there is a greater risk of government defaults,

economic deterioration, or downgrades in credit ratings.

These factors could destabilize markets in which we operate, affecting our

operations and financial performance.

and Communication Challenges:

Operating internationally involves logistical complexities, such as managing supply chains, communication

across time zones, and coordinating activities in diverse business environments.

These challenges can disrupt our operations and

delay service delivery.

and Currency Risks:

International contracts are subject to interpretation under foreign laws, which can create risks in the event

of a dispute.

Additionally, fluctuations in currency exchange rates, devaluations, or conversion restrictions could impact the value

of our revenues and costs, potentially resulting in financial losses.

of these factors could have a material adverse effect on our reputation, financial condition, results of operations, and stock price.

The risks associated with operating internationally are inherent and may increase as we expand into new markets.

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

Our growth strategy includes expanding

operations in emerging markets, particularly in regions such as South America and Europe.

While these markets present significant growth

opportunities, they also introduce a variety of risks that could adversely affect our business and financial results.

The key risks associated

with our expansion in emerging markets include:

growth strategy includes expanding operations in emerging markets.

While these markets present significant growth opportunities, they

also introduce a variety of risks that could adversely affect our business and financial results.

The key risks associated with our expansion

in emerging markets include:

and Economic Volatility:

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Additionally, these markets often have less developed infrastructure,

increasing the risk of operational disruptions, such as supply chain delays or labor shortages, which could negatively affect our ability

to deliver services effectively.

increasing the risk of operational disruptions, such as supply chain delays or labor shortages, which could negatively affect our

ability to deliver services effectively.

with Anti-Corruption Laws:

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Foreign Corrupt Practices Act, the U.K.

Bribery Act, and local anti-bribery laws in the countries where we

These laws prohibit improper payments to government officials, including in relation to obtaining permits or conducting other

business activities.

Bribery Act, and local anti-bribery laws in the countries where we operate.

These laws prohibit improper payments to government officials, including in relation to obtaining permits or conducting other business

Non-compliance with these laws could result in severe civil and criminal penalties, which could damage our reputation

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These risks are heightened in countries with weak rule of law or inconsistent enforcement of regulations.

Failure to manage political,

economic, and regulatory risks in emerging markets could have a material adverse impact on our ability to achieve sales targets, grow

our business, and maintain profitability in these regions.

The risks associated with expanding into emerging markets may result in unanticipated

costs, operational disruptions, or financial losses, which could negatively affect our financial condition, results of operations, cash

flows, and stock price.

to manage political, economic, and regulatory risks in emerging markets could have a material adverse impact on our ability to achieve

sales targets, grow our business, and maintain profitability in these regions.

The risks associated with expanding into emerging markets

may result in unanticipated costs, operational disruptions, or financial losses, which could negatively affect our financial condition,

results of operations, cash flows, and stock price.

economic conditions in the United States may adversely impact our business and operating results.

Our operations, demand for

services, and overall business performance are subject to general macroeconomic conditions, which can fluctuate and present

significant risks to our financial performance.

Key macroeconomic factors such as higher interest rates, inflation, recessions, or

economic slowdowns—whether in the United States or globally—could adversely affect our business operations, customer

demand, and financial results.

operations, demand for services, and overall business performance are subject to general macroeconomic conditions, which can fluctuate

and present significant risks to our financial performance.

Key macroeconomic factors such as higher interest rates, inflation, recessions,

or economic slowdowns—whether in the United States or globally—could adversely affect our business operations, customer demand,

and financial results.

The key risks include the following:

The United States and global markets have experienced volatility due to rising interest rates and inflationary pressures.

rates in the United States have remained above the Federal Reserve’s inflation target since the second half of 2021, contributing to increased

costs for goods, services, and labor.

While our business has not yet been materially impacted by these inflationary pressures, we cannot

predict the future impact on our operations.

If inflation continues or worsens, it may lead to higher operational costs, which could

reduce our profitability and adversely affect our business.

Inflation rates in the United States have remained above the Federal Reserve’s inflation target since the second half of 2021,

contributing to increased costs for goods, services, and labor.

While our business has not yet been materially impacted by these

inflationary pressures, we cannot predict the future impact on our operations.

If inflation continues or worsens, it may lead to

higher operational costs, which could reduce our profitability and adversely affect our business.

The escalation of geopolitical tensions, including the conflicts between Russia and Ukraine and in the Middle East,

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If customers experience difficulty

accessing credit, they may be unable or unwilling to invest in our products and services, potentially leading to delayed or lost sales

opportunities.

accessing credit, they may be unable or unwilling to invest in our products and services, potentially leading to delayed or lost

sales opportunities.

This could affect our revenue and growth prospects.

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suppliers, service providers, and partners.

If these third parties experience financial difficulties or operational disruptions, it

could impede our ability to execute on business opportunities and growth initiatives, adversely affecting our operations and long-term

If these third parties experience financial difficulties or operational disruptions,

it could impede our ability to execute on business opportunities and growth initiatives, adversely affecting our operations and long-term

strategic goals.

The unpredictability of macroeconomic conditions makes it difficult to accurately forecast and plan for future business

Adverse economic conditions may lead to changes in customer behavior, demand patterns, and spending priorities, all of which

could have a negative effect on our ability to achieve growth and maintain profitability.

In the event of future economic slowdowns or

disruptions, we may face challenges in sustaining growth or expanding our business in the manner anticipated.

unpredictability of macroeconomic conditions makes it difficult to accurately forecast and plan for future business activities.

economic conditions may lead to changes in customer behavior, demand patterns, and spending priorities, all of which could have a negative

effect on our ability to achieve growth and maintain profitability.

In the event of future economic slowdowns or disruptions, we may

face challenges in sustaining growth or expanding our business in the manner anticipated.

may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial

presents new risks and challenges that may affect our business.

We have made, and expect to continue to make, investments to integrate

AI and ML technology into our solutions.

AI presents risks, challenges, and potentially unintended consequences that could impact our

ability to effectively use AI successfully in our business.

Given the nature of AI technology, we face an evolving regulatory landscape

and significant competition from other companies.

Our AI efforts may not be successful, and our competitors may incorporate AI into their

products more quickly or more successfully than us, which could impair our ability to compete effectively, reduce demand for our products

and services and adversely affect our financial results.

Increased competition from other companies implementing AI more effectively

or rapidly could impact customer preferences and reduce demand for our products or services.

Data practices by us or others, AI governance,

AI development and validation practices that result in controversy could also impair the acceptance of AI solutions.

This in turn could

undermine confidence in the decisions, predictions, analysis, and effectiveness of our AI-related initiatives.

In addition, vulnerabilities

within our AI systems or solutions may be identified by competitors, researchers, or malicious actors before we detect or remediate them,

which could result in security incidents, reputational damage, or loss of customer confidence.

rapid evolution of AI, including potential government regulation of AI, may require significant additional resources related to AI in

our solutions.

Our AI-related initiatives may result in new or enhanced governmental or regulatory scrutiny, including regarding the

use of AI in our solutions and the marketing of products using AI, litigation, customer reporting or documentation requirements, ethical

or social concerns, or other complications The use of AI also brings ethical issues related to privacy, surveillance and consent of use,

as well as potential for bias and discrimination.

Any of the foregoing could adversely affect our business, reputation, or financial

use of AI technology in our IT infrastructure could improve internal process but poses security and privacy risks.

adoption of AI in internal processes presents an opportunity to bolster decision making, productivity and customer satisfaction, but

the new technology poses risks.

AI can be exploited by hackers and malicious actors to develop advanced cyberattacks, bypass security

measures, and exploit system vulnerabilities including potentially identifying weaknesses in our systems before we become aware of or

can remediate them.

The use of AI involves handling large amounts of data.

If the security measures around the usage of AI are insufficient,

there’s risk of data breaches, leading to unauthorized access to sensitive information.

Failure to comply with data protection

regulations can result in legal consequences.

The intellectual property risks associated with AI include uncertainties around the ownership

of AI-generated works, potential infringement of existing patents and copyrights, unauthorized use of third-party data, and exposure

of proprietary algorithms or trade secrets.

Dependence on AI systems or AI vendors means that any downtime or outages can disrupt business

Usage of our confidential data to train AI models by us or our vendors could result in legal risk, especially if it involves

customer data.

Other risks that have been observed in AI models and documentation, include risks related to bias, discrimination, job

displacements and violating human rights.

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

Cybersecurity threats,

including cyber-attacks or breaches of our network or IT security, could have a material adverse effect on our operations, financial condition,

and reputation.

The nature of our business exposes us to various risks related to network security breaches, which could disrupt both

our own operations and the operations of our clients.

Cybersecurity

threats, including cyber-attacks or breaches of our network or IT security, could have a material adverse effect on our operations, financial

condition, and reputation.

The nature of our business exposes us to various risks related to network security breaches, which could disrupt

both our own operations and the operations of our clients.

Key risks include the following:

Cybersecurity Threats

and Liabilities:

Cyber-attacks or other breaches of network or IT security could result in significant disruptions to our systems,

causing equipment failures, service interruptions, or damage to systems and data.

If our security measures are compromised, it could

lead to misappropriation of proprietary information or sensitive customer and employee data.

Such incidents could expose us to substantial

liabilities, potentially exceeding the coverage provided by our insurance policies, and cause financial losses or operational setbacks.

Damage to Reputation and

Market Share Loss:

A security breach could also damage our brand and reputation, particularly given the nature of our industry,

where security is a critical competitive factor.

Even short periods of operational downtime could result in a loss of market share

to competitors, as clients may lose confidence in our ability to protect their data and systems.

Indirect Effects on Clients:

Cybersecurity

Threats and Liabilities:

Cyber-attacks or other breaches of network or IT security could result in significant disruptions to

our systems, causing equipment failures, service interruptions, or damage to systems and data.

If our security measures are compromised,

it could lead to misappropriation of proprietary information or sensitive customer and employee data.

Such incidents could expose

us to substantial liabilities, potentially exceeding the coverage provided by our insurance policies, and cause financial losses

or operational setbacks.

to Reputation and Market Share Loss:

A security breach could also damage our brand and reputation, particularly given the nature

of our industry, where security is a critical competitive factor.

Even short periods of operational downtime could result in a loss

of market share to competitors, as clients may lose confidence in our ability to protect their data and systems.

Effects on Clients:

Our IT infrastructure’s security threats could also affect our clients indirectly.

A compromise of our systems may impact

their operations or lead to the unauthorized access to their proprietary or personal information.

This could damage our clients’

trust in our services, which could have a cascading effect on our relationships and business performance.

A compromise of

our systems may impact their operations or lead to the unauthorized access to their proprietary or personal information.

damage our clients’ trust in our services, which could have a cascading effect on our relationships and business performance.

Security Challenges:

As cybersecurity threats evolve rapidly, new methods of breach may emerge that we are not able to

anticipate or defend against immediately, especially now with state and foreign governments that are adversaries and employ hackers

or bad actors.

We may be unable to implement timely security measures to mitigate these risks, and in some cases, we may not be

able to fully determine the extent to which new threats can bypass our defenses.

This presents a significant challenge in

maintaining the integrity of our security systems.

Legal and Regulatory Risks:

If we fail to adequately protect sensitive information, we could face legal consequences, including lawsuits, regulatory penalties,

or damage claims, particularly if our clients or relevant authorities question the effectiveness of our threat detection and mitigation

As cybersecurity threats evolve rapidly, new methods of breach may emerge that we are not able to anticipate

or defend against immediately, especially now with state and foreign governments that are adversaries and employ hackers or bad actors.

We may be unable to implement timely security measures to mitigate these risks, and in some cases, we may not be able to fully determine

the extent to which new threats can bypass our defenses.

This presents a significant challenge in maintaining the integrity of our

security systems.

and Regulatory Risks:

If we fail to adequately protect sensitive information, we could face legal consequences, including lawsuits,

regulatory penalties, or damage claims, particularly if our clients or relevant authorities question the effectiveness of our threat

detection and mitigation measures.

These legal proceedings could expose us to significant financial and reputational risks.

Potential Lawsuits and

Lawsuits and Liability:

Our services are designed to protect clients from cyber-attacks and other security breaches.

However, if our clients

experience losses from cyber-attacks, including lost profits or other indirect damages, they may seek to hold us liable through lawsuits.

While our service agreements typically include liability limitations, these provisions may not be enforceable in all cases.

event of litigation, we could face substantial damage awards, which may exceed our insurance coverage and significantly impact our

financial position.

A security breach, failure to protect sensitive information, or liability arising from a breach could have a material

adverse effect on our business, operating results, financial condition, and prospects.

We may incur significant legal, remediation, and

security costs, and any reputational damage could undermine our business relationships and market position.

if our clients experience losses from cyber-attacks, including lost profits or other indirect damages, they may seek to hold us liable

through lawsuits.

While our service agreements typically include liability limitations, these provisions may not be enforceable in

In the event of litigation, we could face substantial damage awards, which may exceed our insurance coverage and significantly

impact our financial position.

security breach, failure to protect sensitive information, or liability arising from a breach could have a material adverse effect on

our business, operating results, financial condition, and prospects.

We may incur significant legal, remediation, and security costs,

and any reputational damage could undermine our business relationships and market position.

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

We have entered into

service level agreements (“SLAs”) with many of our managed services clients, under which we guarantee specified levels of service availability.

These arrangements require us to estimate and meet service delivery standards, including uptime and system performance, to ensure client

satisfaction.

The following risks are associated with these SLAs:

Penalties and Cost Overruns:

If we fail to meet our service level obligations, we may be subject to financial penalties, which could result in higher-than-expected

These penalties, along with any potential requirements for remediation, may negatively affect our profitability and operating

Client Loss and Revenue

Failure to meet SLAs could result in client dissatisfaction, potentially leading to the termination of contracts or a reduction

in client spending.

The loss of clients due to unmet service expectations could significantly reduce our revenue and impact the stability

of our future cash flows.

Reputational Damage:

have entered into service level agreements (“SLAs”) with many of our managed services clients, under which we guarantee specified

levels of service availability.

These arrangements require us to estimate and meet service delivery standards, including uptime and system

performance, to ensure client satisfaction.

The following risks are associated with the SLAs:

and Cost Overruns:

If we fail to meet our service level obligations, we may be subject to financial penalties, which could result

in higher-than-expected costs.

These penalties, along with any potential requirements for remediation, may negatively affect our

profitability and operating margins.

Loss and Revenue Impact:

Failure to meet SLAs could result in client dissatisfaction, potentially leading to the termination

of contracts or a reduction in client spending.

The loss of clients due to unmet service expectations could significantly reduce

our revenue and impact the stability of our future cash flows.

Our ability to deliver on service level commitments is central to maintaining strong relationships with our clients.

If we fail to

meet our SLAs, our reputation may suffer, potentially leading to a loss of future business, difficulty attracting new clients, and

challenges in retaining existing ones.

Operational and Financial

The financial and operational consequences of failing to meet service level commitments could lead to a deterioration in

our gross and operating margins.

Additionally, the resources required to address service failures and mitigate customer dissatisfaction

could divert attention from other key business priorities, further impacting our overall performance.

If we fail to fulfill

our SLAs, it could result in material financial costs, including penalties, client churn, and reputational damage, which would adversely

affect our business, operating results, financial condition, and prospects.

If we fail to meet our SLAs, our reputation may suffer, potentially leading to a loss of future business, difficulty attracting new

clients, and challenges in retaining existing ones.

and Financial Risks:

The financial and operational consequences of failing to meet service level commitments could lead to a

deterioration in our gross and operating margins.

Additionally, the resources required to address service failures and mitigate customer

dissatisfaction could divert attention from other key business priorities, further impacting our overall performance.

we fail to fulfill our SLAs, it could result in material financial costs, including penalties, client churn, and reputational damage,

which would adversely affect our business, operating results, financial condition, and prospects.

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

We provide services in circumstances

where insurance or indemnification may not be available or may be insufficient to cover operational risks and other uncertainties that

Our existing insurance coverages may not fully protect us against the risks associated with the delivery of our services, and

additional insurance may not be available on favorable terms, or at all.

The following risks are associated with our insurance coverage:

Liabilities in Excess

Liabilities or claims arising from our services in excess of available indemnity or insurance coverage could materially

harm our financial condition, cash flows, and operating results.

If we are unable to obtain sufficient coverage for potential claims,

the financial impact could be significant.

Reputational Damage:

provide services in circumstances where insurance or indemnification may not be available or may be insufficient to cover operational

risks and other uncertainties that we face.

Our existing insurance coverages may not fully protect us against the risks associated with

the delivery of our services, and additional insurance may not be available on favorable terms, or at all.

The following risks are associated

with our insurance coverage:

in Excess of Coverage:

Liabilities or claims arising from our services in excess of available indemnity or insurance coverage

could materially harm our financial condition, cash flows, and operating results.

If we are unable to obtain sufficient coverage

for potential claims, the financial impact could be significant.

Even if a claim is fully covered or insured, it could still harm our reputation in the marketplace.

A negative perception resulting

from claims, regardless of the outcome, could undermine client confidence and make it more difficult for us to compete effectively.

Cost and Management Distraction:

A negative perception

resulting from claims, regardless of the outcome, could undermine client confidence and make it more difficult for us to compete

and Management Distraction:

The defense of claims, even if ultimately unsuccessful, can be costly and time-consuming.

It could divert management’s attention

away from key business operations and strategic initiatives, which could affect our ability to execute on our business plan and impact

overall operational performance.

The occurrence of claims

or liabilities for which we do not have adequate insurance or indemnification could have a material adverse effect on our business, operating

results, financial condition, and prospects.

Furthermore, the associated reputational risks and management distraction could hinder our

ability to maintain growth and profitability.

divert management’s attention away from key business operations and strategic initiatives, which could affect our ability to

execute on our business plan and impact overall operational performance.

occurrence of claims or liabilities for which we do not have adequate insurance or indemnification could have a material adverse effect

on our business, operating results, financial condition, and prospects.

Furthermore, the associated reputational risks and management

distraction could hinder our ability to maintain growth and profitability.

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

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

Our business operates

in a highly competitive landscape, and our current and potential competitors vary significantly by size, service offerings, and geographic

Our competitors include technology companies, consulting firms, telecommunication companies, technology resellers, hardware

and software providers, and other entities.

Many of these competitors have established relationships within specific industries or have

developed a reputation for expertise in particular sectors of the cybersecurity market, including services, software, and hardware.

Primary factors influencing

competition in our market include security, reliability, and functionality;

business operates in a highly competitive landscape, and our current and potential competitors vary significantly by size, service offerings,

and geographic location.

Our competitors include technology companies, consulting firms, telecommunication companies, technology resellers,

hardware and software providers, and other entities.

Many of these competitors have established relationships within specific industries

or have developed a reputation for expertise in particular sectors of the cybersecurity market, including services, software, and hardware.

factors influencing competition in our market include security, reliability, and functionality;

customer service and technical expertise;

reputation and brand

reputation and brand recognition;

financial strength;

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and scalability.

However, many of our competitors

possess substantial advantages in these areas, including the following:

many of our competitors possess substantial advantages in these areas, including the following:

and Operational Resources:

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to emerging technologies or shifts in customer demands.

Competitors may have entrenched relationships within specific industries or have gained extensive reputation and brand

recognition, positioning them as leaders in the market.

Competitors may have entrenched relationships within specific industries or have gained extensive reputation and

brand recognition, positioning them as leaders in the market.

and Product Bundling:

Some of our competitors may be able to offer more favorable pricing or bundle products and services in ways

that provide them with a competitive price advantage.

Additionally, they may be able to maintain a lower cost structure, making it

difficult for us to compete on price.

Some of our competitors may be able to offer more favorable pricing or bundle products and services in

ways that provide them with a competitive price advantage.

Additionally, they may be able to maintain a lower cost structure, making

it difficult for us to compete on price.

Acquisitions, and Alliances:

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them to offer complementary products and services or achieve greater operational efficiencies.

Some of our competitors

are better positioned to:

of our competitors are better positioned to:

develop and deploy new products and services.

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greater resources to sales and marketing efforts, including providing more incentives to channel partners.

As a result, competition

in our industry could lead to several adverse outcomes for our business, including a loss of customers, reduced revenue, increased expenses,

or pressure on our margins.

These factors could adversely affect our business, financial condition, operating results, and

long-term growth prospects.

a result, competition in our industry could lead to several adverse outcomes for our business, including a loss of customers, reduced

revenue, increased expenses, or pressure on our margins.

These factors could adversely affect our business, financial condition, operating

results, and long-term growth prospects.

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

on trade secrets to protect our intellectual property, proprietary technology, and processes, which we have developed or may develop in

rely on trade secrets to protect our intellectual property, proprietary technology, and processes, which we have developed or may develop

in the future.

However, there can be no assurance that confidentiality obligations will always be honored or that others will not independently

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

Cybersecurity legislation at the federal and state levels continues to evolve as lawmakers respond to the growing

threat landscape.

Multiple bills and resolutions are currently being considered, which may lead to new regulations, including cybersecurity

standards and compliance requirements.

Our expansion strategy, which includes acquisitions of other cybersecurity service providers, may

be impacted by these regulations.

We may be required to dedicate significant resources to ensure our services comply with diverse state-level

requirements, potentially delaying service launches or limiting the scope of certain offerings.

Non-compliance with these regulations

could result in legal actions, increased costs, and operational disruptions, which would negatively impact our financial results.

Cybersecurity

legislation at the federal and state levels continues to evolve as lawmakers respond to the growing threat landscape.

Multiple bills

and resolutions are currently being considered, which may lead to new regulations, including cybersecurity standards and compliance requirements.

Our expansion strategy, which includes acquisitions of other cybersecurity service providers, may be impacted by these regulations.

may be required to dedicate significant resources to ensure our services comply with diverse state-level requirements, potentially delaying

service launches or limiting the scope of certain offerings.

Non-compliance with these regulations could result in legal actions, increased

costs, and operational disruptions, which would negatively impact our financial results.

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

We may become involved in disputes

with third parties, which could result in litigation.

Whether or not a dispute leads to litigation, significant resources—both management

time and financial—may be required to resolve the issue.

This could detract from our ability to focus on business operations.

resolution could involve the payment of damages or other significant costs, and may involve restrictive terms that limit our operational

Prolonged or unfavorable legal disputes could materially harm our financial condition, profitability, and overall business

may become involved in disputes with third parties, which could result in litigation.

Whether or not a dispute leads to litigation, significant

resources—both management time and financial—may be required to resolve the issue.

This could detract from our ability to

focus on business operations.

Any resolution could involve the payment of damages or other significant costs, and may involve restrictive

terms that limit our operational flexibility.

Prolonged or unfavorable legal disputes could materially harm our financial condition,

profitability, and overall business performance.

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

If we incur additional debt to

fund operations or acquisitions, we will be subject to debt service obligations, including interest and principal payments.

Debt agreements

often contain restrictive covenants that may limit our operational flexibility and impose financial constraints.

A default under any debt

agreement could accelerate repayment and result in a judgment against us, potentially leading to the foreclosure of assets, which would

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

we incur additional debt to fund operations or acquisitions, we will be subject to debt service obligations, including interest and principal

Debt agreements often contain restrictive covenants that may limit our operational flexibility and impose financial constraints.

A default under any debt agreement could accelerate repayment and result in a judgment against us, potentially leading to the foreclosure

of assets, which would materially adversely affect our business, financial condition, or results of operations.

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

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costs associated with compliance, which could have a material adverse effect on us and the market price of our common stock.

expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.

We expect these

rules and regulations to continue to increase our legal and financial compliance costs and to make some activities more time-consuming

These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including

director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher

costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult for us to attract and retain

qualified persons to serve on our Board of Directors or its committees or as our executive officers.

Advocacy efforts by stockholders

and third parties may also prompt even more changes in governance and reporting requirements.

We cannot predict or estimate the amount

of additional costs we may incur or the timing of these costs.

Furthermore, if we are unable to satisfy our obligations as a public company,

we could be subject to delisting of our common stock, fines, sanctions, other regulatory action, and potentially civil litigation.

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

be materially affected if our estimates prove to be inaccurate.

incurred by public companies generally for reporting and corporate governance purposes have been increasing.

We expect these rules and

regulations to continue to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director

and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs

to obtain the same or similar coverage.

These laws and regulations could also make it more difficult for us to attract and retain qualified

persons to serve on our Board of Directors or its committees or as our executive officers.

Advocacy efforts by stockholders and third

parties may also prompt even more changes in governance and reporting requirements.

We cannot predict or estimate the amount of additional

costs we may incur or the timing of these costs.

Furthermore, if we are unable to satisfy our obligations as a public company, we could

be subject to delisting of our common stock, fines, sanctions, other regulatory action, and potentially civil litigation.

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

materially affected if our estimates prove to be inaccurate.

statements prepared in accordance with accounting principles generally accepted in the United States require the use of estimates, judgments,

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had an aggregate of 44,671,637 issued and outstanding shares of common stock as of December 31, 2025.

Approximately 4,838,618 shares

were in street name.

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

or other available exemptions.

Also, in the future, we may issue additional securities in connection with financings and acquisitions.

The amount of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then

outstanding stock.

Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce

the market price of our common stock.

Approximately 29,099,985

shares were held in street name.

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

pursuant to Rule 144 or other available exemptions.

Also, in the future, we may issue additional securities in connection with

financings and acquisitions.

The amount of our common stock issued in connection with an investment or acquisition could constitute

a material portion of our then outstanding stock.

Due to these factors, sales of a substantial number of shares of our common stock

in the public market could occur at any time.

These sales, or the perception in the market that the holders of a large number of

shares intend to sell shares, could reduce 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.

of our amended and restated certificate of incorporation, our amended and restated by-laws, and Delaware law may have the effect of deterring

unsolicited takeovers or delaying or preventing a change in control of our company or changes in our management, including transactions

in which our stockholders might otherwise receive a premium for their shares over then current market prices.

In addition, these provisions

may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

These provisions include

the ability of our Board of Directors to designate the terms of and issue new series of preferred stock without stockholder approval,

which could include the right to approve an acquisition or other change in our control or could be used to institute a rights plan, also

known as a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions

that have not been approved by our Board of Directors.

existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future

for shares of our common stock.

They could also deter potential acquirers of our company, thereby reducing the likelihood that an investor

in our company could receive a premium for their common stock in an acquisition.

of our certificate of incorporation, our by-laws, and Delaware law may have the effect of deterring unsolicited takeovers or delaying

or preventing a change in control of our company or changes in our management, including transactions in which our stockholders might

otherwise receive a premium for their shares over then current market prices.

In addition, these provisions may limit the ability of

stockholders to approve transactions that they may deem to be in their best interests.

These provisions include the ability of our Board

of Directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could include the

right to approve an acquisition or other change in our control or could be used to institute a rights plan, also known as a poison pill,

that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved

by our Board of Directors.

The existence of the forgoing provisions and anti-takeover measures could limit the price that investors might

be willing to pay in the future for shares of our common stock.

They could also deter potential acquirers of our company, thereby reducing

the likelihood that an investor in our company could receive a premium for their common stock in an acquisition.

Board of Directors is expressly authorized to make, alter, or repeal our by-laws by majority vote, while such action by stockholders

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choosing and cause us to take other corporate actions they desire.

ability to access the full amount available under the purchase agreement with B.

Riley is not guaranteed, and our broad discretion over

the use of any proceeds we receive may not result in improved financial performance or stockholder value.

September 24, 2025, we entered into a purchase agreement with B.

Riley Principal Capital, LLC (“B.

Riley”), pursuant to which

we have the right to sell up to $15.0 million of our Series B Preferred Stock over an eighteen-month period.

Our ability to sell shares

of Series B Preferred Stock under the purchase agreement is subject to a number of conditions and limitations, and there can be no assurance

that we will be able to satisfy such conditions or that such limitations will not prevent us from accessing all or a meaningful portion

of the $15.0 million available.

As of March 20, 2026, we have sold to B.

Riley 2,396 shares of Series B Preferred Stock, or $2.3 million.

If we are unable to continue accessing capital under the purchase agreement, we may be required to seek alternative financing arrangements,

curtail or delay our operations, or otherwise be unable to execute our business plan, any of which could have a material adverse effect

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

issuance and potential conversion of Series B Preferred Stock may adversely affect our common stockholders and the market price of our

common stock, and our obligation to redeem shares of Series B Preferred Stock upon certain triggering events could materially harm our

liquidity and financial condition.

Series B Preferred Stock issued under the purchase agreement to B.

Riley carries rights, preferences, and privileges senior to those

of our common stock, including with respect to dividends, liquidation, and other matters, which may adversely affect the rights and economic

interests of our common stockholders.

The ongoing potential for conversion of Series B Preferred Stock into common stock may create downward

pressure on the market price of our common stock, and anti-dilution or other protective provisions associated with the Series B Preferred

Stock could further dilute the holdings of existing common stockholders.

Potential investors may perceive the overhang of shares issuable

upon conversion as a negative factor, which could reduce demand for and depress the trading price of our common stock.

Under the terms

of our Series B Certificate of Designations, we are required to redeem all or a portion of the outstanding shares of Series B Preferred

Stock upon the occurrence of certain triggering events, including if our common stock is delisted or suspended from Nasdaq, if the holder

is prohibited from converting any portion of the Series B Preferred Stock for eighteen months following issuance due to the Exchange

Cap (as defined in the purchase agreement), or if the market price of our common stock falls and remains below $0.40, the minimum conversion

price, for ten consecutive trading days.

Our obligation to make such redemptions could require us to use a substantial portion of our

available cash or to seek additional sources of financing on potentially unfavorable terms.

If we do not have sufficient cash on hand

or are unable to obtain adequate financing, we may be unable to meet our redemption obligations, which could result in a default under

the Series B Certificate of Designations and may have other material adverse consequences.

The requirement to redeem shares of Series

B Preferred Stock may also limit our ability to deploy cash for other purposes, such as funding operations, investing in our business,

or pursuing strategic opportunities, and could negatively impact our financial condition, results of operations, and the market value

of our common stock.

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

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

amended and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of our common stock and up to 50,000,000

shares of preferred stock.

Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies and

to fund our overhead and general operating requirements.

The issuance of any such shares will reduce the book value per share and may

contribute to a reduction in the market price of the outstanding shares of our common stock.

If we issue any such additional shares,

such issuance will reduce the proportionate ownership and voting power of all current stockholders.

Further, such issuance may result

in a change of control of our company.

January 12, 2026, we filed a certificate of amendment with the Secretary of State of the State of Delaware to amend our certificate of

incorporation to increase the number of authorized shares of common stock from 300,000 to 1,300,000,000.

We have also authorized the

issuance of up to 50,000,000 shares of preferred stock.

Our Board of Directors may choose to issue some or all of such shares to acquire

one or more companies and to fund our overhead and general operating requirements.

The issuance of any such shares will reduce the book

value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock.

If we issue any

such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders.

such issuance may result in a change of control of our company.

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

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could cause us to lose that status earlier.

addition, Section 107 of the JOBS Act 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 for complying with new or revised accounting standards that have different effective dates

for public and private companies until those standards apply to private companies.

We have elected to take advantage of the extended

transition period for complying with the revised accounting standards.

As a result, our financial statements may not be comparable to

companies that comply with effective dates generally applicable to public companies.

may find our common stock less attractive because we may rely on these exemptions, reduced reporting requirements, and extended transition

In addition, Section 107 of the JOBS Act 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 for complying with new or revised accounting

standards that have different effective dates for public and private companies until those standards apply to private companies.

elected to take advantage of the extended transition period for complying with the revised accounting standards.

As a result, our financial

statements may not be comparable to companies that comply with effective dates generally applicable to public companies.

Investors may

find our common stock less attractive because we may rely on these exemptions, reduced reporting requirements, and extended transition

If investors find our common stock less attractive as a result of any of the foregoing, there may be a less active trading market

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

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.

current directors and executive officers, and a former director beneficially own approximately 31.55% 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.

directors, a former director, a consultant and an executive officer beneficially own a substantial majority of our outstanding

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

directors, a former director, a consultant, and an executive officer, beneficially own approximately 34.47% 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.

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.

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.

The 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.

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.

On January 10,

2025, we received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”)

indicating that, since we have not yet held an annual meeting of stockholders within twelve months of the end of its December 31,

2023 fiscal year, we are out of compliance with the Nasdaq rules for continued listing (Listing Rules 5620(a) and 5810(c)(2)(G)).

The notification letter has no immediate effect on the listing of our securities on the Nasdaq Capital Market.

Under the applicable Nasdaq rules,

we had 45 calendar days to submit a plan to regain compliance.

If Nasdaq accepted our plan, Nasdaq can grant an exception of up to 180

calendar days from our most recent fiscal year end, or until June 30, 2025, to regain compliance.

We filed a definitive proxy statement on March 5, 2025 for an annual meeting to be held on April 25, 2025 to regain

compliance with the applicable Nasdaq Listing Rules.

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 our 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.

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

December 30, 2025, we received a letter from the listing qualifications staff of Nasdaq providing notification that the bid price of

our common stock had closed below $1.00 per share for the previous 33 consecutive business days and our common stock no longer meets

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 180 calendar days or until June 29, 2026, to regain compliance.

To regain compliance, the closing bid price

of our common stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before June 29,

we do not regain compliance with Rule 5550(a)(2) by June 29, 2026, we may be eligible for an additional 180 calendar day compliance period.

To qualify, we would 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 would need to provide written notice

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

if it appears to the Staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify

us that our securities would be subject to delisting.

In the event of such notification, we may appeal the staff’s determination

to delist our securities, but there can be no assurance the staff would grant our request for continued listing.

Nasdaq notification has no immediate effect on the listing of our common stock on the Nasdaq Capital Market.

We intend to actively monitor

the bid price of our common stock and our minimum market value of listed securities and will consider options available to us to achieve

compliance with the Nasdaq listing rules.

There can be no assurance that we will be able to regain compliance with the minimum bid price

requirement or will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.

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

we otherwise cannot comply with the continued listing standards of Nasdaq, 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.

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.

do not intend to pay dividends on our common stock.

have never paid any cash dividends, and currently do not intend to pay any dividends for the foreseeable future.

We intend to retain

any future earnings to the extent necessary to develop and expand our business.

Payment of cash dividends, if any, will depend, among

other factors, on our earnings, capital requirements, and the general operating and financial condition, and will be subject to legal

limitations on the payment of dividends out of paid-in capital.

Because we do not intend to declare dividends, any gain on an investment

in our company will need to come through an increase in the stock price.

This may never happen, and investors may lose all of their investment.

have never paid any cash dividends, and currently do not intend to pay any dividends on our common stock for the foreseeable future.

We intend to retain any future earnings to the extent necessary to develop and expand our business.

Payment of cash dividends, if any,

will depend, among other factors, on our earnings, capital requirements, and the general operating and financial condition, and will

be subject to legal limitations on the payment of dividends out of paid-in capital.

Because we do not intend to declare dividends, any

gain on an investment in our company will need to come through an increase in the stock price.

This may never happen, and investors may

lose all of their investment.

business could be negatively impacted by stockholder activism.

recent years, stockholder activists have become involved in numerous public companies.

Stockholder activists frequently propose to

involve themselves in the governance, strategic direction, and operations of companies.

Stockholder activists have also become

increasingly concerned with companies’ efforts with respect to environmental, sustainability and governance standards.

Responding to actions by activist stockholder, such as requests for special meetings, potential nominations of candidates for

election to our Board of Directors, requests to pursue a strategic combination or other transaction, or other special requests may

disrupt our business and divert the attention of management and employees.

In addition, any perceived uncertainties as to our future

direction resulting from such a situation could result in the loss of potential business opportunities, be exploited by our

competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified

personnel and business partners, all of which could negatively impact our business.

Stockholder activism could result in substantial

In addition, actions of activist stockholder may cause significant fluctuations in our stock price based on temporary or

speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals of our

Stockholder activists frequently propose to involve

themselves in the governance, strategic direction, and operations of companies.

Stockholder activists have also become increasingly concerned

with companies’ efforts with respect to environmental, sustainability and governance standards.

Responding to actions by activist

stockholder, such as requests for special meetings, potential nominations of candidates for election to our Board of Directors, requests

to pursue a strategic combination or other transaction, or other special requests may disrupt our business and divert the attention of

management and employees.

In addition, any perceived uncertainties as to our future direction resulting from such a situation could result

in the loss of potential business opportunities, be exploited by our competitors, cause concern to our current or potential customers,

and make it more difficult to attract and retain qualified personnel and business partners, all of which could negatively impact our

Stockholder activism could result in substantial costs.

In addition, actions of activist stockholder may cause significant

fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect

the underlying fundamentals of our business.

share price may be volatile, and you may be unable to sell your shares.

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investment in our common stock.

Since shares of our common stock were sold in our initial public offering (IPO) in January 2022 at a

price of $75.00 per share, the reported high and low sales prices of our common stock ranged from $0.26 to $138.15 per share through

March 24, 2025.

Since shares of our common stock were sold in our initial public offering in January 2022 at a price

of $75.00 per share, the reported high and low sales prices of our common stock ranged from $0.26 to $138.15 per share through March

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

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

What changed 10-K

Item 1A. Risk Factors