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Item 1A. Risk Factors

2024-10-22 compared with 2022-08-17 · 288 added, 290 removed, 84 unchanged (87% of the section changed)

1 unchanged sentence

in our common stock involves risk.

Before deciding whether to invest in our common stock, you should carefully consider the risks

and uncertainties described below.

Before deciding whether to invest in our common stock, you should carefully consider the risks and

uncertainties described below.

There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors

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“Cautionary Statement Regarding Forward-Looking Statements.”

have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition or

results of operations in the future.

Additional risks not presently known to us or that we currently believe are immaterial may also

significantly impair our business operations.

If any of these risks occur, our business, results of operations or financial condition

could suffer, the market price of our common stock could decline, and you could lose all or part of your investment in our common stock.

Impact of COVID-19 Pandemic.

The COVID-19 pandemic has created global economic

turmoil and has potentially permanently impacted how many businesses operate and how individuals will socialize and shop in the future.

The effect of the economic shutdown has impacted our business lines differently, some more severely than others.

In most cases,

we believe the negative economic trends and reduced sales will recover over time.

Additionally, it is reasonably possible that estimates

made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions,

including losses on inventory;

impairment losses related to goodwill and other long-lived assets and current obligations.

We have identified

the following risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations

in the future.

Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our

business operations.

If any of these risks occur, our business, results of operations or financial condition could suffer, the market

price of our common stock could decline, and you could lose all or part of your investment in our common stock.

value of our intangible assets and investments may not be equal to their carrying values .

of December 31, 2021, we had approximately $38.6 million of net intangible assets.

Approximately $22.3 million is associated with

the acquisition of Impact Biomedical, Inc.

As of December

31, 2023, we had approximately $20.2 million of net intangible assets.

Approximately $18.9 million is associated with the

acquisition of Impact Biomedical, Inc.

The Company has completed valuations for certain developed technology assets acquired in the

transaction as well the non-controlling interest portion of Impact BioMedical, Inc.

transaction as well as the non-controlling interest portion of Impact BioMedical, Inc.

and its subsidiaries.

If licensing efforts are not

successful, the values of these assets could be reduced.

We are required to evaluate the carrying value of such intangibles and goodwill

and the fair value of investments whenever events or changes in circumstances indicate that the carrying value of an intangible asset,

including goodwill, and investment may not be recoverable.

If any of our intangible assets, goodwill or investments are deemed to be

impaired then it will result in a significant reduction of the operating results in such period.

If licensing efforts

are not successful, the values of these assets could be reduced.

We are required to evaluate the carrying value of such intangibles

and goodwill and the fair value of investments whenever events or changes in circumstances indicate that the carrying value of an

intangible asset, including goodwill, and investment may not be recoverable.

If any of our intangible assets, goodwill or

investments are deemed to be impaired then it will result in a significant reduction of the operating results in such period.

have secured indebtedness, and a potential risk exists that we may be unable to satisfy our obligations to pay interest and principal

thereon when due or negotiate acceptable extensions or settlements.

have outstanding indebtedness (described below), most of which is secured by assets of various DSS subsidiaries and guaranteed by the

Given our history of operating losses and our cash position, there is a risk that we may not be able to repay indebtedness when

If we were to default on any of our other indebtedness that require payments of cash to settle such default and we do not receive

an extension or a waiver from the creditor and the creditor were to foreclose on the secured assets, it could have a material adverse

effect on our business, financial condition and operating results.

of December 31, 2021, we had the following significant amounts of outstanding indebtedness:

unsecured promissory note between AMRE and LiquidValue

Asset Management Pte Ltd.

The note calls for interest to be paid annually on March 2 with interest fixed at 8.0% and matures on March

The holder is a related party owned by the Chairman of the Company’s board of directors.

under the Paycheck Protection Program for AMRE, which was established as part of CARES Act, and provides for loans to qualifying

businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

This loan calls for interest

of 1.0% and has a maturity date of March 16, 2026.

unsecured promissory note between AMRE and LiquidValue

Asset Management Pte Ltd.

The note calls for interest to be paid annually on October 29 with interest fixed at 8.0% and matures on

October 29, 2024.

The holder is a related party owned by the Chairman of the Company’s board of directors.

master loan and security agreement between Premier and Bank of America, N.A (“BOA Note”).

We have outstanding

indebtedness (described below), most of which is secured by assets of various DSS subsidiaries and guaranteed by the Company.

history of operating losses and our cash position, there is a risk that we may not be able to repay indebtedness when due.

to default on any of our other indebtedness that require payments of cash to settle such default and we do not receive an extension or

a waiver from the creditor and the creditor were to foreclose on the secured assets, it could have a material adverse effect on our business,

financial condition, and operating results.

As of December 31,

2023, we had the following significant amounts of outstanding indebtedness:

Packaging entered into master loan and security agreement (“BOA Note”) with Bank of America, N.A.

to secure financing approximating $3,710,000 to purchase a new Heidelberg XL 106-7+L printing press.

The aggregate principal balance

outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing.

At closing, the interest rate

shall be fixed for the duration of the Loan.

loan agreement (“Shelton Agreement”) between AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, with

Patriot Bank, N.A.

(“Patriot Bank”).

The Shelton Agreement contains monthly payments of principal and an initial interest

4.25%, matures on July 1, 2031, and has a balloon payment due at term end.

$3,000,000 loan agreement with BMIC (“BMIC Loan”),

between LVAM and BMIC with interest to be charged at a variable rate to be calculated at the maturity date.

The BMIC Loan matures

on October 12, 2022 and contains an auto renewal period of three months.

net of deferred financing costs, loan agreement (“LifeCare Agreement”) between AMRE LifeCare Portfolio, LLC (“AMRE

LifeCare”) a subsidiary of AMRE, and Pinnacle Bank (“Pinnacle”).

The LifeCare Agreement has a variable interest

rate that shall not fall below 4.28% and matures on November 2, 2023, but can be extended to November 2, 2024.

the Shelton and LifeCare agreements contain various covenants which are tested annually as of December 31.

As of December 31, 2023, and

December 31, 2022, the outstanding principal on the BOA Note was $2,932,000 and $3,406,000, respectively and had an interest rate

As of December 31, 2023, $491,000 was included in the current portion of long-term debt, net, and the remaining balance

of approximately $2,442,000 recorded as long-term debt, The BOA Note contains certain covenants that are analyzed annually.

December 31, 2023, Premier is in compliance with these covenants.

Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”)

with Patriot Bank, N.A.

(“Patriot Bank”) in an amount up to $6,155,000, with the amount financed approximating $5,105,000.

The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25%.

The interest will be adjusted commencing

on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall

be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing

advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $2,829,000 due at term

The net book value of these assets as of December 31, 2023 approximated $6,279,000.

loan agreement with BMIC (“BMIC Loan”), between LVAM and BMIC with interest to be charged at a variable rate to be calculated

at the maturity date.

The BMIC Loan matured on October 12, 2022 and both parties agree based on the language of the loan documents

that the loan will keep extending an additional 3 months until either party cancels the extension.

remaining principal balance, net of deferred financing costs, loan agreement (“LifeCare Agreement”) between AMRE LifeCare

Portfolio, LLC (“AMRE LifeCare”) a subsidiary of AMRE, and Pinnacle Bank (“Pinnacle”).

The LifeCare Agreement

has a variable interest rate which equated to 9.6% on December 31, 2023.

This note is due as of the date of this filing.

Winter Haven, LLC (“AMRE Winter Haven”) and Pinnacle Bank (“Pinnacle”) entered a term loan (“Pinnacle

Loan”) whereas Pinnacle lent to AMRE Winter Haven the principal sum of $2,990,000, maturing on March 7, 2024.

to be made in equal, consecutive installments based on a 25-year amortization period with interest at 4.28%.

The outstanding principal

and interest, net of debt issuance costs of $17,000, approximates $2,977,000 and is included in long-term debt, net on the accompanying

consolidated balance sheet at December 31, 2023.

This note is in default and demand was made for final payment to be made

by December 22, 2023.

This amount is past due.

Both the Winter

Haven and LifeCare agreements contain various covenants which are tested annually as of December 31.

For the year ended December 31,

31, 2021, AMRE Shelton and LifeCare were in compliance with the annual covenants.

2023, AMRE Winter Haven and LifeCare were not in compliance with the annual covenants and these loans are in default.

significant amount of our revenue is derived by two customers.

2021, two customers accounted for approximately 41% of our consolidated revenue.

As of December 31, 2021, these two customers

accounted for approximately 48% of our trade accounts receivable balance.

During 2020, these two customers accounted for approximately

38% of our consolidated revenue.

As of December 31, 2020, these two customers accounted for 60% of our trade accounts receivable balance.

If we were to lose these customers or if the amount of business we do with these two customers declines significantly, our business would

be adversely affected.

As of December 31,

2022, two customers accounted for approximately 14% and 6% of our consolidated revenue and these two customers accounted for approximately

36% and 17% of our consolidated trade accounts receivable balance.

As of December 31, 2023, two customers accounted for approximately

20% and 11% of our consolidated revenue and 39% and 30% of our trade accounts receivable balance.

If we were to lose this customer

or if the amount of business we do with this customer declines significantly, our business would be adversely affected.

may face intellectual property infringement or other claims against us, our customers or our intellectual property that could be costly

to defend and result in our loss of significant rights.

we have received patents with respect to certain of our core business technologies, there can be no assurance that these patents will

afford us any meaningful protection.

Although we believe that our use of the technology and products we have developed, and other trade

secrets used in our operations do not infringe upon the rights of others, our use of the technology and trade secrets we developed may

infringe upon the patents or intellectual property rights of others.

In the event of infringement, we could, under certain circumstances,

be required to obtain a license or modify aspects of the technology and trade secrets we developed or refrain from using the same.

may not be able to successfully terminate any infringement in a timely manner, upon acceptable terms and conditions or at all.

to do any of the foregoing could have a material adverse effect on our operations and our financial condition.

Moreover, if the patents,

technology, or trade secrets we developed or use in our business are deemed to infringe upon the rights of others, we could, under

certain circumstances, become liable for damages, which could have a material adverse effect on our operations and our financial condition.

As we continue to market our products, we could encounter patent barriers that are not known today.

A patent search may not disclose

all related applications that are currently pending in the United States Patent Office, and there may be one or more such pending applications

that would take precedence over any or all of our applications.

third parties may assert that our intellectual property rights are invalid, which could result in significant expenditures by us to refute

Although we have

received patents with respect to certain of our core business technologies, there can be no assurance that these patents will afford

us any meaningful protection.

Although we believe that our use of the technology and products we have developed, and other trade secrets

used in our operations do not infringe upon the rights of others, our use of the technology and trade secrets we developed may infringe

upon the patents or intellectual property rights of others.

In the event of infringement, we could, under certain circumstances, be required

to obtain a license or modify aspects of the technology and trade secrets we developed or refrain from using the same.

We may not be

able to successfully terminate any infringement in a timely manner, upon acceptable terms and conditions or at all.

Failure to do any

of the foregoing could have a material adverse effect on our operations and our financial condition.

Moreover, if the patents, technology,

or trade secrets we developed or use in our business are deemed to infringe upon the rights of others, we could, under certain circumstances,

become liable for damages, which could have a material adverse effect on our operations and our financial condition.

As we continue to

market our products, we could encounter patent barriers that are not known today.

A patent search may not disclose all related applications

that are currently pending in the United States Patent Office, and there may be one or more such pending applications that would take

precedence over any or all of our applications.

Furthermore, third

parties may assert that our intellectual property rights are invalid, which could result in significant expenditures by us to refute

such assertions.

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which would adversely affect our financial results.

We’ve acquired several patents in the bio-health field through our acquisition if Impact Biomedical, Inc.

Our business plan includes

plans to incur significant marketing, intellectual property development and sales costs for the bio-health related products.

not able to develop and sell these new products, our financial results will be adversely affected.

We’ve acquired

several patents in the bio-health field through our acquisition if Impact Biomedical, Inc.

Our business plan includes plans to incur

significant marketing, intellectual property development and sales costs for the bio-health related products.

If we are not able to develop

and sell these new products, our financial results will be adversely affected.

results of our research and development efforts are uncertain and there can be no assurance of the commercial success of our products.

believe that we will need to continue to incur research and development expenditures to remain competitive.

The products we are currently

developing or may develop in the future may not be technologically successful.

In addition, the length of our product development cycle

may be greater than we originally expected, and we may experience delays in future product development.

If our resulting products are

not technologically successful, they may not achieve market acceptance or compete effectively with our competitors’ products.

markets in which we operate is highly competitive, and we may not be able to compete effectively, especially against established industry

We believe that we

will need to continue to incur research and development expenditures to remain competitive.

The products we are currently developing

or may develop in the future may not be technologically successful.

In addition, the length of our product development cycle may be greater

than we originally expected, and we may experience delays in future product development.

If our resulting products are not technologically

successful, they may not achieve market acceptance or compete effectively with our competitors’ products.

markets in which we operate are highly competitive, and we may not be able to compete effectively, especially against established industry

competitors with greater market presence and financial resources.

markets are highly competitive and characterized by rapid technological change and product innovations.

Our competitors may have advantages

over us because of their longer operating histories, more established products, greater name recognition, larger customer bases, and

greater financial, technical and marketing resources.

As a result, they may be able to adapt more quickly to new or emerging technologies

and changes in customer requirements and devote greater resources to the promotion and sale of their products.

Competition may also force

us to decrease the price of our products and services.

We cannot assure you that we will be successful in developing and introducing

new technology on a timely basis, new products with enhanced features, or that these products, if introduced, will enable us to establish

selling prices and gross margins at profitable levels.

Our markets are highly

competitive and characterized by rapid technological change and product innovations.

Our competitors may have advantages over us because

of their longer operating histories, more established products, greater name recognition, larger customer bases, and greater financial,

technical and marketing resources.

As a result, they may be able to adapt more quickly to new or emerging technologies and changes in

customer requirements and devote greater resources to the promotion and sale of their products.

Competition may also force us to decrease

the price of our products and services.

We cannot assure you that we will be successful in developing and introducing new technology

on a timely basis, new products with enhanced features, or that these products, if introduced, will enable us to establish selling prices

and gross margins at profitable levels.

we are unable to respond to regulatory or industry standards effectively, our growth and development could be delayed or limited.

future success will depend in part on our ability to enhance and improve the functionality and features of our products and services

in accordance with regulatory or industry standards.

Our ability to compete effectively will depend in part on our ability to influence

and respond to emerging industry governmental standards in a timely and cost-effective manner.

If we are unable to influence these or

other standards or respond to these or other standards effectively, our growth and development of various products and services could

be delayed or limited.

in security, whether cyber or physical, and other disruptions and/or our inability to prevent or respond to such breeches, could diminish

Our future success

will depend in part on our ability to enhance and improve the functionality and features of our products and services in accordance with

regulatory or industry standards.

Our ability to compete effectively will depend in part on our ability to influence and respond to emerging

industry governmental standards in a timely and cost-effective manner.

If we are unable to influence these or other standards or respond

to these or other standards effectively, our growth and development of various products and services could be delayed or limited.

in security, whether cyber or physical, and other disruptions and/or our inability to prevent or respond to such breaches, could diminish

our ability to generate revenues or contain costs, compromise our assets, and negatively impact our business in other ways.

face certain security threats, including threats to our information technology infrastructure, attempts to gain access to our proprietary

or classified information, and threats to physical and cyber security.

Our information technology networks and related systems are critical

to the operation of our business and essential to our ability to successfully perform day-to-day operations.

The risks of a security

breach, cyber-attack, cyber intrusion, or disruption, particularly through actions taken by computer hackers, foreign governments and

cyber terrorists, have increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world

have increased.

Although we have acquired and developed systems and processes designed to protect our proprietary and/or classified information,

they may not be sufficient and the failure to prevent these types of events could disrupt our operations, require significant management

attention and resources, and could negatively impact our reputation among our customers and the public, which could have a negative impact

on our financial condition, and weaken our results of operations and liquidity.

operations in Asia are subject to unique risks and uncertainties, including tariffs and trade restrictions.

operating facility in Asia, in addition to our investment in Alset International Limited, presents risks including, but not limited to,

changes in share price of investments, changes in local regulatory requirements, changes in labor laws, local wage laws, environmental

regulations, taxes and operating licenses, compliance with U.S.

regulatory requirements, including the Foreign Corrupt Practices Act,

uncertainties as to application and interpretation of local laws and enforcement of contract and intellectual property rights, currency

restrictions, currency exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power

outages, water shortages, labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political

policies, political or civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances and the possible impact of

the imposition of tariffs as a result of the tariff dispute between the U.S.

We face certain security

threats, including threats to our information technology infrastructure, attempts to gain access to our proprietary or classified information,

and threats to physical and cyber security.

Our information technology networks and related systems are critical to the operation of

our business and essential to our ability to successfully perform day-to-day operations.

The risks of a security breach, cyber-attack,

cyber intrusion, or disruption, particularly through actions taken by computer hackers, foreign governments and cyber terrorists, have

increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

we have acquired and developed systems and processes designed to protect our proprietary and/or classified information, they may not

be sufficient and the failure to prevent these types of events could disrupt our operations, require significant management attention

and resources, and could negatively impact our reputation among our customers and the public, which could have a negative impact on our

financial condition, and weaken our results of operations and liquidity.

investments in Asia are subject to unique risks and uncertainties, including tariffs and trade restrictions.

Our investment in Alset International Limited, presents risks including, but not limited to, changes in share

price of investments, changes in local regulatory requirements, changes in labor laws, local wage laws, environmental regulations, taxes

and operating licenses, compliance with U.S.

regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to

application and interpretation of local laws and enforcement of contract and intellectual property rights, currency restrictions, currency

exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages,

labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political policies, political or

civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances and the possible impact of the imposition of tariffs

as a result of the tariff dispute between the U.S.

and China as well as any retaliating trade policies or restrictions.

Any such disruptions could depress our earnings and have other material adverse effects on our business, financial condition and results

of operations.

Any such disruptions

could depress our earnings and have other material adverse effects on our business, financial condition and results of operations.

growth in our business could make it difficult to manage our resources.

business expansion could place a significant strain on our management, administrative and financial resources.

Significant growth in

our business may require us to implement additional operating, product development and financial controls, improve coordination among

marketing, product development and finance functions, increase capital expenditures and hire additional personnel.

There can be no assurance

that we will be able to successfully manage any substantial expansion of our business, including attracting and retaining qualified personnel.

Any failure to properly manage our future growth could negatively impact our business and operating results.

Future business expansion

could place a significant strain on our management, administrative and financial resources.

Significant growth in our business may require

us to implement additional operating, product development and financial controls, improve coordination among marketing, product development

and finance functions, increase capital expenditures and hire additional personnel.

There can be no assurance that we will be able to

successfully manage any substantial expansion of our business, including attracting and retaining qualified personnel.

Any failure to

properly manage our future growth could negatively impact our business and operating results.

we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to remain

competitive, continue to expand our technology or pursue growth.

future success depends upon the continued service of certain of our executive officers and other key sales and research personnel who

possess longstanding industry relationships and technical knowledge of our products and operations.

Although we believe that our relationship

with these individuals is positive, there can be no assurance that the services of these individuals will continue to be available to

us in the future.

There can be no assurance that these persons will agree to continue to be employed by us after the expiration dates

of their current contracts.

Direct Marketing business lines ability to attract and retain independent distributors;

the ability of a distributor to successfully

perform his or her role;

and the potential adverse impact of the loss of a high-level distributor or a significant number of distributors

for causes out of our control.

depend on the skills and marketability of our independent distributors to promote our brand and to market and distribute our products

and services.

The direct selling industry generally experiences a relatively high rate of salesforce turnover and is very competitive.

The success of our efforts to recruit and retain distributors may be affected by the competitive environment among direct-to-consumer

companies, the conditions of the general labor market, including levels of employment, the occurrence of demographic and cultural changes

in the workforce, and the extent to which our brand is recognized in the geographies in which we operate.

Our inability to attract and

retain qualified distributors in the future, the inability or failure of a distributor to fulfill his or her role, including his or her

role to comply with all laws and regulations applicable to direct-to-consumer sales activities, the ineffectiveness of a distributor

as a spokesperson for our brand and products, or the loss of a high-level distributor or a significant number of distributors for causes

out of our control may adversely affect future sales of our products and services.

This could have a material adverse effect on our financial

condition, results of operations and cash flows.

Our future success

depends upon the continued service of certain of our executive officers and other key sales and research personnel who possess longstanding

industry relationships and technical knowledge of our products and operations.

Although we believe that our relationship with these individuals

is positive, there can be no assurance that the services of these individuals will continue to be available to us in the future.

can be no assurance that these persons will agree to continue to be employed by us after the expiration dates of their current contracts.

have identified weaknesses in our internal control over financial reporting structure;

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information, which could lead to a decline in our stock price.

404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of

the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting

in each Annual Report on Form 10-K.

We have had previously identified weaknesses in our internal control over financial reporting following

management’s annual assessment of internal controls over financial reporting and, as a result of that assessment, management had

concluded our controls associated may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Section 404 of the

Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of

each year, and to include a management report assessing the effectiveness of our internal control over financial reporting in each Annual

Report on Form 10-K/A.

We have had previously identified weaknesses in our internal control over financial reporting following management’s

annual assessment of internal controls over financial reporting and, as a result of that assessment, management had concluded our controls

associated may not prevent or detect misstatements.

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter

how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

do not intend to pay cash dividends.

do not intend to declare or pay cash dividends on our common stock in the foreseeable future.

We anticipate that we will retain any earnings

and other cash resources for investment in our business.

The payment of dividends on our common stock is subject to the discretion of

our board of directors and will depend on our operations, financial position, financial requirements, general business conditions, restrictions

We do not intend

to declare or pay cash dividends on our common stock in the foreseeable future.

We anticipate that we will retain any earnings and other

cash resources for investment in our business.

The payment of dividends on our common stock is subject to the discretion of our board

of directors and will depend on our operations, financial position, financial requirements, general business conditions, restrictions

imposed by financing arrangements, if any, legal restrictions on the payment of dividends and other factors that our board of directors

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to obtain or maintain intellectual property rights for such inventions would lead to the loss of our investments in such activities.

of our business may include the development of new inventions and intellectual property that we would seek to monetize.

However, this

aspect of our business would likely require significant capital and would take time to achieve.

Such activities could also distract our

management team from our present business initiatives, which could have a material and adverse effect on our business.

There is also

the risk that these initiatives would not yield any viable new inventions or technology, which would lead to a loss our investments in

time and resources in such activities.

addition, even if we are able to develop new inventions, in order for those inventions to be viable and to compete effectively, we would

need to develop and maintain, and we would heavily rely on, a proprietary position with respect to such inventions and intellectual property.

However, there are significant risks associated with any such intellectual property we may develop principally including the following:

Part of our business

may include the development of new inventions and intellectual property that we would seek to monetize.

However, this aspect of our business

would likely require significant capital and would take time to achieve.

Such activities could also distract our management team from

our present business initiatives, which could have a material and adverse effect on our business.

There is also the risk that these initiatives

would not yield any viable new inventions or technology, which would lead to a loss of our investments in time and resources in such

In addition, even

if we are able to develop new inventions, in order for those inventions to be viable and to compete effectively, we would need to develop

and maintain, and we would heavily rely on, a proprietary position with respect to such inventions and intellectual property.

there are significant risks associated with any such intellectual property we may develop principally including the following:

applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;

7 unchanged sentences

of our patents may be complex, uncertain and very expensive.

cannot be certain that patents will be issued as a result of any future applications, or that any of our patents, once issued, will provide

us with adequate protection from competing products.

For example, issued patents may be circumvented or challenged, declared invalid

or unenforceable, or narrowed in scope.

In addition, since publication of discoveries in scientific or patent literature often lags behind

actual discoveries, we cannot be certain that it will be the first to make our additional new inventions or to file patent applications

covering those inventions.

It is also possible that others may have or may obtain issued patents that could prevent us from commercializing

our products or require us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct

our business.

As to those patents that we may license or otherwise monetize, our rights will depend on maintaining our obligations to

the licensor under the applicable license agreement, and we may be unable to do so.

Our failure to obtain or maintain intellectual property

rights for our inventions would lead to the loss of our investments in such activities, which would have a material and adverse effect

on our business.

patent application delays could cause delays in recognizing revenue from our internally generated patents and could cause us to miss

opportunities to license patents before other competing technologies are developed or introduced into the market.

We cannot be certain

that patents will be issued as a result of any future applications, or that any of our patents, once issued, will provide us with adequate

protection from competing products.

For example, issued patents may be circumvented or challenged, declared invalid or unenforceable,

or narrowed in scope.

In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries,

we cannot be certain that it will be the first to make our additional new inventions or to file patent applications covering those inventions.

It is also possible that others may have or may obtain issued patents that could prevent us from commercializing our products or require

us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business.

patents that we may license or otherwise monetize, our rights will depend on maintaining our obligations to the licensor under the applicable

license agreement, and we may be unable to do so.

Our failure to obtain or maintain intellectual property rights for our inventions would

lead to the loss of our investments in such activities, which would have a material and adverse effect on our business.

Moreover, patent

application delays could cause delays in recognizing revenue from our internally generated patents and could cause us to miss opportunities

to license patents before other competing technologies are developed or introduced into the market.

in the laws and regulations to which we are subject may increase our costs.

are subject to numerous laws and regulations, including, but not limited to, environmental and health and welfare benefit regulations,

as well as those associated with being a public company.

These rules and regulations may be changed by local, state, provincial, national

or foreign governments or agencies.

We are subject to

numerous laws and regulations, including, but not limited to, environmental and health and welfare benefit regulations, as well as those

associated with being a public company.

These rules and regulations may be changed by local, state, provincial, national or foreign governments

Such changes may result in significant increases in our compliance costs.

Compliance with changes

in rules and regulations could require increases to our workforce, and could result in increased costs for services, compensation and

benefits, and investment in new or upgraded equipment.

Compliance with changes in rules and regulations

could require increases to our workforce, and could result in increased costs for services, compensation and benefits, and investment

in new or upgraded equipment.

in general economic conditions or acts of war and terrorism may adversely impact our business.

for printing services is typically correlated with general economic conditions.

The prolonged decline in United States economic conditions

associated with the great recession adversely impacted our business and results of operations and may do so again.

The overall business

climate of our industry may also be impacted by domestic and foreign wars or acts of terrorism, which events may have sudden and unpredictable

Demand for printing

services is typically correlated with general economic conditions.

The prolonged decline in United States economic conditions associated

with the great recession adversely impacted our business and results of operations and may do so again.

The overall business climate

of our industry may also be impacted by domestic and foreign wars or acts of terrorism, which events may have sudden and unpredictable

adverse impacts on demand for our products and services.

1 unchanged sentence

stock from the exchange.

common stock is currently listed for trading on the NYSE American LLC Exchange (“NYSE American”), and the continued listing

of our common stock on the NYSE American is subject to our compliance with a number of listing standards.

our common stock were no longer listed on the NYSE American, investors might only be able to trade our shares on the OTC Bulletin Board

® or in the Pink Sheets ® (a quotation medium operated by Pink Sheets LLC).

This would impair the liquidity of our common stock

not only in the number of shares that could be bought and sold at a given price, which might be depressed by the relative illiquidity,

but also through delays in the timing of transactions and reduction in media coverage.

Our common stock

is currently listed for trading on the NYSE American LLC Exchange (“NYSE American”), and the continued listing of our common

stock on the NYSE American is subject to our compliance with a number of listing standards.

If our common stock

were no longer listed on the NYSE American, investors might only be able to trade our shares on the OTC Bulletin Board ® or in the

Pink Sheets ® (a quotation medium operated by Pink Sheets LLC).

This would impair the liquidity of our common stock not only in the

number of shares that could be bought and sold at a given price, which might be depressed by the relative illiquidity, but also through

delays in the timing of transactions and reduction in media coverage.

we are delisted from the NYSE American, your ability to sell your shares of our common stock may be limited by the penny stock restrictions,

which could further limit the marketability of your shares.

our common stock is delisted from the NYSE American, it could come within the definition of a “penny stock” as defined in

the Exchange Act and could be covered by Rule 15g-9 of the Exchange Act.

That rule imposes additional sales practice requirements on

broker-dealers who sell securities to persons other than established customers and accredited investors.

For transactions covered by

Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written

agreement to the transaction prior to the sale.

Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or

willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities

in the public market.

These additional procedures could also limit our ability to raise additional capital in the future.

If our common stock

is delisted from the NYSE American, it could come within the definition of a “penny stock” as defined in the Exchange Act

and could be covered by Rule 15g-9 of the Exchange Act.

That rule imposes additional sales practice requirements on broker-dealers who

sell securities to persons other than established customers and accredited investors.

For transactions covered by Rule 15g-9, the broker-dealer

must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction

prior to the sale.

Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers

to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market.

additional procedures could also limit our ability to raise additional capital in the future.

our common stock is not listed on a national securities exchange, compliance with applicable state securities laws may be required for

certain offers, transfers and sales of the shares of our common stock.

our common stock is listed on the NYSE American, we are not required to register or qualify in any state the offer, transfer or sale

of the common stock.

If our common stock is delisted from the NYSE American and is not eligible to be listed on another national securities

exchange, sales of stock pursuant to the exercise of warrants and transfers of the shares of our common stock sold by us in private placements

Because our common

stock is listed on the NYSE American, we are not required to register or qualify in any state the offer, transfer or sale of the common

If our common stock is delisted from the NYSE American and is not eligible to be listed on another national securities exchange,

sales of stock pursuant to the exercise of warrants and transfers of the shares of our common stock sold by us in private placements

holders may not be exempt from state securities laws.

4 unchanged sentences

our stock adversely, our stock price and trading volume could decline.

trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about

us or our business.

The trading market

for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.

Our research coverage by industry and financial analysts is currently limited.

Even if our analyst coverage increases,

if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline.

If one or more of these analysts

cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in

turn could cause our stock price or trading volume to decline.

Even if our analyst coverage increases, if one or more

of the analysts who cover us downgrade our stock, our stock price would likely decline.

If one or more of these analysts cease coverage

of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause

our stock price or trading volume to decline.

certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions

requiring stockholder approval.

of March 14, 2022, our directors, executive officers and principal stockholders (those beneficially owning in excess of 5%), and their

respective affiliates, beneficially own approximately 34% of our outstanding shares of common stock.

As a result, these stockholders,

acting together, could have the ability to control the outcome of matters submitted to our stockholders for approval, including the election

of directors and any merger, consolidation or sale of all or substantially all of our assets.

As such, these stockholders, acting together,

could have the ability to exert influence over the management and affairs of our company.

Accordingly, this concentration of ownership

might harm the market price of our common stock by:

As of March 1,2024,

our directors, executive officers and principal stockholders (those beneficially owning in excess of 5%), and their respective affiliates,

beneficially own approximately 59% of our outstanding shares of common stock.

As a result, these stockholders, acting together, could

have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and

any merger, consolidation or sale of all or substantially all of our assets.

As such, these stockholders, acting together, could have

the ability to exert influence over the management and affairs of our company.

Accordingly, this concentration of ownership might harm

the market price of our common stock by:

delaying, deferring or preventing a change in corporate control;

a merger, consolidation, takeover or other business combination involving us;

or • discouraging a potential acquirer from making

a tender offer or otherwise attempting to obtain control of us.

impeding a merger, consolidation,

takeover or other business combination involving us;

or discouraging a potential acquirer from making a tender offer or otherwise attempting

to obtain control of us.

financing or future equity issuances may result in future dilution to our shareholders.

expect that we will need to raise additional funds in the future to finance our internal growth, our merger and acquisition plans, investment

activities, continued research and product development, and for other reasons.

Any required additional financing may not be available

on terms acceptable to us, or at all.

If we raise additional funds by issuing equity securities, you may experience significant dilution

of your ownership interest and the newly issued securities may have rights senior to those of the holders of our common stock.

per share at which we sell additional securities in future transactions may be higher or lower than the price per share in this offering.

Alternatively, if we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include

negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to fund

additional interest expense.

If adequate additional financing is not available when required or is not available on acceptable terms,

we may be unable to successfully execute our business plan.

1B – UNRESOLVED STAFF COMMENTS

We expect that we

will need to raise additional funds in the future to finance our internal growth, our merger and acquisition plans, investment activities,

continued research and product development, and for other reasons.

Any required additional financing may not be available on terms acceptable

to us, or at all.

If we raise additional funds by issuing equity securities, you may experience significant dilution of your ownership

interest and the newly issued securities may have rights senior to those of the holders of our common stock.

The price per share at which

we sell additional securities in future transactions may be higher or lower than the price per share in this offering.

Alternatively,

if we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants

or other restrictions on our business that could impair our operational flexibility and would also require us to fund additional interest

If adequate additional financing is not available when required or is not available on acceptable terms, we may be unable to

successfully execute our business plan.

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/A

Item 1A. Risk Factors