What changed in this filing

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Item 1A. Risk Factors

2025-11-14 compared with 2025-08-14 · 57 added, 48 removed, 3 unchanged (97% of the section changed)

2 unchanged sentences

and results of operations previously disclosed in “Item 1A.

Risk Factors” of our Annual Report.

Our business, financial condition

and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those

described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to

vary materially from past, or from anticipated future, financial condition and operating results.

Any of these factors, in whole or in

part, could materially and adversely affect our business, financial condition, operating results, and stock price.

following discussion of risk factors contains forward-looking statements.

These risk factors may be important to understanding other

statements in this Quarterly Report.

The following information should be read in conjunction with the condensed consolidated financial

statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” of this Quarterly Report.

indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations.

May 2025, we entered into the MLA with Coinbase and Coinbase, Inc.

pursuant to which Coinbase may lend us certain digital assets or cash.

As of the date of this Quarterly Report, we have received $500,000 under the MLA and the principal amount outstanding as of the date

of this Quarterly Report is $500,000.

The borrowings under the Master Loan are collateralized by approximately $1.25 million of bitcoin

as of the date of this Quarterly Report.

indebtedness could, among others:

increase our vulnerability to general adverse economic and

industry conditions;

require us to dedicate a substantial portion of our cash flow

from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital

expenditures, acquisitions, research and development efforts and other general corporate purposes;

limit our flexibility in planning for, or reacting to, changes

in our business and the industry in which we operate;

place us at a competitive disadvantage compared to our competitors

that have less debt;

result in greater interest rate risk and volatility;

limit our ability to borrow additional funds;

make it more difficult for us to satisfy our obligations with

respect to our debt, including our obligation to repay the MLA under certain circumstances, or refinance our indebtedness on favorable

terms or at all.

addition, if the value of bitcoin declines precipitously, the value of our collateral under the MLA would also decline.

In such case,

we could be required to provide Coinbase with additional collateral.

If we are unable to do so, we could default under the MLA, which

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

ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business,

economic, regulatory, and other factors.

We will be unable to control many of these factors, such as economic conditions.

certain that we will continue to have sufficient capital to allow us to pay the principal and interest on our outstanding debt and meet

any other obligations.

If we do not have enough money to service our debt, we may be required, but unable to refinance all or part of

our existing debt, sell assets, borrow money, or raise equity on terms acceptable to us, if at all, and Coinbase could sell any collateral

in a commercially reasonable manner and freeze certain of our accounts, among other measures.

Risk Factors” of our Annual Report on Form 10-K for the year

ended December 31, 2024, as amended, supplemented

or superseded by other reports we file with the SEC .

Our business, financial condition and operating

results can be affected by a number of factors, whether currently known or unknown, including, but not limited to, those described below,

any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially

from past, or from anticipated future, financial condition and operating results.

Any of these factors, in whole or in part, could materially

and adversely affect our business, financial condition, operating results, and stock price.

of our proposed acquisition (the “Acquisition”) of Dogehash Technologies, Inc.

(“Dogehash”) is subject to the

conditions contained in the Agreement and Plan of Merger dated August 18, 2025 (the “Merger Agreement”), by and among the

Company, TZUP Merger Sub, Inc., and Dogehash and if these conditions are not satisfied, we may not complete the Acquisition.

completion of the Acquisition is subject to various closing conditions, including, but not limited, to the Company obtaining stockholder

approval, the accuracy of the parties’ representations and warranties in the Merger Agreement, the receipt of any required regulatory

approvals including Nasdaq and third-party consents and the parties’ compliance with their covenants in the Merger Agreement.

of the conditions to the closing of the Acquisition are not within our control, and we cannot predict with certainty when or if these

conditions will be satisfied.

The failure to satisfy any of the required conditions could delay the completion of the Acquisition or

prevent it from occurring.

Any delay in completing the Acquisition could cause us not to realize some or all of the benefits that we

expect to achieve if the Acquisition is successfully completed within the expected timeframe.

There can be no assurance that the conditions

to the closing in the Agreement will be satisfied or that the Acquisition will be completed or that, if completed, we will realize the

anticipated benefits.

failure to complete the Acquisition could negatively impact our stock price, our financial condition and our future business and financial

the Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits

of having completed the Acquisition, we could be subject to a number of negative consequences, including, among others:

(i) we may experience

negative reactions from the financial markets, including negative impacts on our stock price;

and (ii) we will still be required to pay

certain significant costs relating to the Acquisition, including legal, accounting, financial advisor costs, and may be required to pay

the termination fee provided for in the Merger Agreement.

If the Acquisition is not completed or if completion of the transactions contemplated

by the Merger Agreement are delayed, any of these risks could occur and may adversely affect our business, financial condition, financial

results, and stock price.

business relationships, those of Dogehash or the combined company may be subject to disruption due to uncertainty associated with the

with which we or Dogehash do business may experience uncertainty associated with the Acquisition, including with respect to current or

future business relationships with us, Dogehash or the combined company.

Our and Dogehash’s business relationships may be subject

to disruption, as customers, distributors, suppliers, vendors, and others may seek to receive confirmation that their existing business

relationships with us or Dogehash, as the case may be, will not be adversely impacted as a result of the Acquisition or attempt to negotiate

changes in existing business relationships or consider entering into business relationships with parties other than us, Dogehash, or

the combined company as a result of the Acquisition.

Any of these other disruptions could have a material adverse effect on our or Dogehash’s

business, financial condition, or results of operations or on the business, financial condition or results of operations of the combined

company, and could also have an adverse effect on our ability to realize the anticipated benefits of the Acquisition.

currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal

Deposit Insurance Corporation (“FDIC”), the loss of which would have a severe negative affect on our operations and liquidity.

may maintain our cash assets at financial institutions in the U.S.

in amounts that may be in excess of the FDIC insurance limit of $250,000.

In the event of a failure or liquidity issues at any of the financial institutions where we maintain our deposits or other assets, we

may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity,

financial condition and our results of operations.

Similarly, if our customers or partners experience liquidity issues as a result of

financial institution defaults or non-performance where they hold cash assets, their ability to pay us may become impaired and could

have a material adverse effect on our results of operations, including the collection of accounts receivable and cash flows.

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-Q

Item 1A. Risk Factors