Item 1A. Risk Factors
Item 1A. Risk Factors.
Except as set forth below, as of the date of this
Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in described in our Form
S-4 filed on January 15, 2025 and Closing Form 8-K filed on June 26, 2025. Any of these factors could result in a significant or material
adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently
deem immaterial may also impair our business or results of operations.
Business disruptions could have serious
adverse consequences on our future revenue and financial condition and result in losses that may not be covered by insurance.
Our operations, particularly our operations in
Puerto Rico, could be subject to the impact of natural or man-made disasters or other business disruptions, which include, but are not
limited to, earthquakes, hurricanes, typhoons, floods, water shortages, wildfires and fires, blizzards and other extreme weather conditions
as well as power outages, telecommunications, transportation or infrastructure failure, cybersecurity incidents or physical security breaches
related to such catastrophes, public health crises, such as pandemics and epidemics, and geopolitical conflicts, including acts of terrorism,
war and civil disorder. We carry insurance against certain risks and in such amounts as we believe are customary for businesses of our
kind. However, as the costs and availability of insurance change, we may decide not to be covered against certain losses, including losses
resulting from such natural and man-made disasters or environmental liabilities where, in the judgment of management, the insurance is
not warranted due to cost or availability of coverage or the remoteness of perceived risk. Furthermore, there are certain types of losses
that are generally not insured because they are either uninsurable or not economically insurable. Moreover, the cost of insurance has
increased significantly, including as a result of the impact of climate change and inflation, and we may not be able to obtain sufficient
coverage at a reasonable cost to protect us against losses.
Our wholly-owned subsidiary in Puerto Rico
has been granted certain incentives under Act 60 (described below), and the validity of these incentives are conditioned on our continuous
compliance with the terms and conditions of the grant.
Our Puerto Rican subsidiary has been granted various
incentives under Act 60, including a reduced 1% income tax rate on its industrial development income and a 15-year exemption term from
(i) December 23, 2024 for income tax purposes, (ii) January 1, 2024 for real and personal property tax purposes, and (iii) January 1,
2025 for municipal license tax purposes. The validity of these tax incentives is conditioned on our Puerto Rican subsidiary’s
continuous compliance with the terms and conditions of the grant.
Item 2. Sales of Equity Securities
and Use of Proceeds.
On June 18, 2025, we consummated the private placement
of 3,323,536 shares of Common Stock for an aggregate purchase price of $13,294,144 (the “Private Placement”). Following the
closing of the Private Placement, proceeds of the sale of the Common Stock was available for the Company’s working capital purposes
The shares were subsequently registered with the SEC pursuant to our S-1 filing on September 18, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.