What changed in this filing

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Item 1A. Risk Factors

2026-03-30 compared with 2025-03-31 · 315 added, 346 removed, 397 unchanged (62% of the section changed)

has a limited operating history on which to evaluate its ability to achieve its operating objectives.

was founded in 2019, and was focused on developing our science and technology until a year ago.

We are a pre-revenue, development

stage synthetic biochemical company, despite now investing significant time and resources into commercializing our technology according

to our Business Overview, Commercialization Strategy and Focus, and Business Model.

We have only a limited operating history and only

have incurred losses to date.

Therefore, there can be no assurance that the development efforts of eXoZymes will produce commercially

viable processes or potential products, achieve market acceptance, or generate revenues that will sustain its business, despite that

is what we are working hard to achieve.

With a limited operating history, no marketing track record, and no commercialized products at

this time, it will be difficult for investors to make predictions about the future success or even the viability of eXoZymes, and any

predictions may not be as accurate as they could be if the Company had a longer operating history or a history of successfully developed,

commercialized products and generating revenue from products.

Our financial statements

include a going concern footnote.

Our financial statements have been prepared on a going concern basis, which implies that the we will continue to

realize our assets and discharge our liabilities in the normal course of business.

The company incurred net losses of $5,861,335 and $2,038,389

during the years ended December 31, 2024 and 2023, respectively, and used cash for operations of $(8,505,650) and $(1,180,870) for the

years ended December 31, 2024 and 2023, respectively.

Management believes that there remains substantial doubt about its ability to continue

as a going concern due to anticipated funding shortfalls and the company’s pre-revenue status.

The company’s ability to meet

its long-term liabilities and obligations depends on securing additional financial support, whether through continued shareholder funding,

raising equity or debt financing, or ultimately achieving profitable operations.

was founded in 2019, and was focused on developing our science and technology in the first 5 years.

We are a pre-revenue,

development stage synthetic biochemical company, despite now investing significant time and resources into productizing and

commercializing our technology.

We have only a limited operating history and only have incurred losses to date.

Therefore, there can

be no assurance that the development efforts of eXoZymes will produce commercially viable processes or potential products, achieve

market acceptance, or generate revenues that will sustain its business, despite that is what we are working hard to achieve.

limited operating history, no marketing track record, and no commercialized products at this time, it will be difficult for

investors to make predictions about the future success or even the viability of eXoZymes, and any predictions may not be as accurate

as they could be if the Company had a longer operating history or a history of successfully developed, commercialized products and

generating revenue from products.

cannot assure you that we will generate revenue or become profitable in the future.

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We also may seek government research grants, as they may be available.

sure that additional financing from any of these sources will be available when needed or that, if available, the additional financing

will be obtained on terms favorable to us or our stockholders.

We cannot be sure

that additional financing from any of these sources will be available when needed or that, if available, the additional financing will

be obtained on terms favorable to us or our stockholders.

If we raise additional funds by selling equity-based securities, the ownership

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units or to merge all or a portion of our business with another entity.

In the future, we may not be able to obtain

government and private grants which have been an important source of funding our operations since inception.

From inception through December

31, 2024, eXoZymes has received grants totaling $13,639,011.

In the past government funding and private funding have been an important

source of funds for the operations of the Company.

There is no assurance that we will continue to be able to draw on any outstanding US

government grants or other private grants or be able to obtain new grants.

If we are not able to obtain government and other grant funding,

we may have to limit our operations or may have to raise additional capital from other sources.

the future, we may not be able to obtain government and private grants which have been an important source of funding our operations

since inception.

inception through December 31, 2025, eXoZymes has received grants totaling $17,697,378, of which $4,058,367 was awarded in 2025 and $1,048,302

was awarded in 2024.

In the past government funding and private funding have been an important source of funds for the operations of

There is no assurance that we will continue to be able to draw on any outstanding US government grants or other private

grants or be able to obtain new grants.

If we are not able to obtain government and other grant funding, we may have to limit our operations

or may have to raise additional capital from other sources.

Currently, we do not have any identified sources of funding.

Other sources of funding may be

dilutive to our shareholders or more costly than past sources of funding.

Other sources

of funding may be dilutive to our shareholders or more costly than past sources of funding.

are unsure if and when eXoZymes will become profitable.

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may not be able to obtain financing in a sufficient amount or at all, or on terms that are acceptable to us.

We anticipate our losses

We anticipate that our losses

will continue to increase from current levels during our continuing development stage.

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pipeline of products, not all potential products it identifies may be suitable for development and use in commercial products.

is unsuccessful in these efforts, the value of the Company may be significantly limited or lost, our investors may suffer a loss in

relation to their investment in the Company, and eXoZymes may have to curtail or cease its business.

is unsuccessful in these efforts, the value of the Company may be significantly limited or lost, our investors may suffer a loss in relation

to their investment in the Company, and eXoZymes may have to curtail or cease its business.

market, including clients and potential investors, may be skeptical of the viability and benefits of eXoZymes’s pipeline chemical

products because they are relatively novel and are based on complex technology.

viability and benefits of our products in development, which currently include nutraceuticals and pharmaceutical (e.g.

cannabinoids),

and isobutanol (a 2G biofuel), may be difficult to assess because they are based on a relatively novel and complex technology.

viability and benefits of our products in development, which currently include neutracuticals and pharmaceutical oriented products, and

isobutanol (a 2G biofuel), may be difficult to assess because they are based on a relatively novel and complex technology.

technology consists of using cell-free multi-step enzymatic bioconversion systems that we have named exozymes biosolutions.

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sufficient to establish demand and generate revenues or any level of profit.

Another consideration if a product is a candidate as

an active pharmaceutical ingredient, then it will require FDA and/or other applicable regulatory approvals, including manufacturing approvals,

Another consideration if a product is a candidate as an

active pharmaceutical ingredient, then it will require FDA and/or other applicable regulatory approvals, including manufacturing approvals,

which may not be obtainable.

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is operating in a rapidly growing and changing business space within, or as a competitor to, the synthetic biology market.

Therefore, the market is becoming more developed and highly competitive.

eXoZymes may have to continually assess the overall market,

and the application markets and what kinds of products will be in demand.

If it fails to anticipate market demands or is not able to

meet a market demand in a timely fashion, its research and development efforts may not pay off as expected or at all.

intellectual property aspects of this market are constantly evolving, and patents filed several years ago by potential competitors

are currently being granted, which may force eXoZymes to license technologies it needs for its processes or to develop a workaround

to the valid claims of others.

eXoZymes may not be able to obtain any necessary licenses or develop processes that do not infringe

in which case its business may be impaired and it may be prevented from executing its business plan.

The cell-free

synthetic biology market in which eXoZymes seeks to compete, is relatively new, and therefore the extent to which it may encounter

intellectual property of others that limits or restricts its processes is unpredictable.

the market is becoming more developed and highly competitive.

eXoZymes may have to continually assess the overall market, and the application

markets and what kinds of products will be in demand.

If it fails to anticipate market demands or is not able to meet a market demand

in a timely fashion, its research and development efforts may not pay off as expected or at all.

The intellectual property aspects of

this market are constantly evolving, and patents filed several years ago by potential competitors are currently being granted, which

may force eXoZymes to license technologies it needs for its processes or to develop a workaround to the valid claims of others.

may not be able to obtain any necessary licenses or develop processes that do not infringe on others;

in which case its business may

be impaired, and it may be prevented from executing its business plan.

The cell-free synthetic biology market in which eXoZymes seeks

to compete, is relatively new, and therefore the extent to which it may encounter intellectual property of others that limits or restricts

its processes is unpredictable.

may face unique regulatory hurdles because its bio-synthesized compounds are novel.

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model will be impaired, and eXoZymes may not be able to achieve commercial success.

Because its chemical and small molecule compounds

are novel, eXoZymes may have to perform tests for safety, use, approval and claim validation.

We anticipate, because some of the compounds

are unique, that eXoZymes will face all the hurdles of a new technology in a marketplace.

Depending on the use of the compounds, eXoZymes

may have to comply with the extensive array of medical and other areas of regulation depending on the use of the particular compound.

In addition, it anticipates having to conduct many forms of tests, data generation and analysis to convince regulators, commercialization

partners and potential users of the safety, uses, and claim validation to be able to get relevant approvals, commercialize and gain market

acceptance for its chemical compounds.

If it is unable to successfully justify the efficacy, safety and potential of its compounds, or

do so in a timely manner, it will not be able to successfully develop its business and may have to curtail or cease its business.

of our shares of Common Stock may lose value in their holdings.

eXoZymes is highly dependent on its ability to

retain its current management and its scientific team and other staff to run the company, and be able to recruit and hire additional employees

with specialized backgrounds as needed.

In this early stage of the scientific

research and development of its platform and its commercial journey, eXoZymes is highly dependent on retaining and properly motivating

its current management and scientific team, and other key staff.

We believe that our future success depends on retaining such persons,

particularly those with key knowledge about the exozymes technologies, eXoZymes as a complex company, the potential chemical products,

partnerships and development projects and our business strategy, objectives, goals and plans, relative to the overall biochemistry industry.

its chemical and small molecule compounds are novel, eXoZymes may have to perform tests for safety, use, approval and claim validation.

anticipate that, because some of the compounds are unique, eXoZymes will face all the hurdles of a new technology in the marketplace.

on the use of the compounds, eXoZymes may have to comply with the extensive array of medical and other areas of regulation depending

on the use of the particular compound.

In addition, it anticipates having to conduct many forms of tests, data generation and analysis

to convince regulators, commercialization partners and potential users of the safety, uses, and claim validation to be able to get relevant

approvals, commercialize and gain market acceptance for its chemical compounds.

If it is unable to successfully justify the efficacy,

safety and potential of its compounds, or do so in a timely manner, it will not be able to successfully develop its business and may

have to curtail or cease its business.

Holders of our shares of Common Stock may lose value in their holdings.

is highly dependent on its ability to retain its current management and its scientific team and other staff to run the company, and be

able to recruit and hire additional employees with specialized backgrounds as needed.

this early stage of the scientific research and development of its platform and its commercial journey, eXoZymes is highly dependent

on retaining and properly motivating its current management and scientific team, and other key staff.

We believe that our future success

depends on retaining such persons, particularly those with key knowledge about the exozymes technologies, eXoZymes as a complex company,

the potential chemical products, partnerships and development projects and our business strategy, objectives, goals and plans, relative

to the overall biochemistry industry.

Success also depends on being able to expand its employee base as required.

We believe there are relatively few people with specific

knowledge of exozymes biosolutions and cell-free synthetic biology.

People with the talents that eXoZymes seeks to hire tend to be in

high demand and it may not be able to hire such people as and when needed.

The inability to hire and retain necessary employees may have

an adverse impact on its business implementation.

In the worst case, losing too many key people would bring eXoZymes to a stop.

We believe there are

relatively few people with specific knowledge of exozymes biosolutions and cell-free synthetic biology.

People with the talents that

eXoZymes seeks to hire tend to be in high demand and it may not be able to hire such people as and when needed.

The inability to hire

and retain necessary employees may have an adverse impact on its business implementation.

In the worst case, losing too many key people

would bring eXoZymes to a stop.

ability to retain our senior management and recruit additional senior management is important to the success of our business, and our

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and developments that may be achievable under laboratory circumstances may not be able to be replicated in commercial settings and scales.

have observed multiple results that encourage the development of our technology platform.

We have observed multiple results that encourage the development of our technology platform.

We, however, are not certain that these

laboratory results will be able to be replicated at a commercial scale.

As we advance our technology, we plan to make products at

higher scales until we reach commercially viable scales.

If these results obtained at the current levels are not replicated on a

commercial scale the attractiveness of the technology will be adversely affected and our business may fail to be

As we advance our technology, we plan to make products at higher

scales until we reach commercially viable scales.

If these results obtained at the current levels are not replicated on a commercial

scale the attractiveness of the technology will be adversely affected and our business may fail to be successful.

systems rely on the need for purified enzymes and co-factors for the conversions of input feedstock into final products.

to find competitively priced sources of, or ways of making these inputs for our process to be cost competitive and/or develop methods to use these resources

to find competitively priced sources of, or ways of making these inputs for our process to be cost competitive and/or develop methods

to use these resources efficiently.

have observed continuous conversion of input feedstock, the raw material from which a product is made, into the final product for a time

period of seven days.

Longer running conversions, we believe, will optimize the use of enzymes and co-factor in the platform, making the biochemical process efficient.

Targeted feedstock for our current products are primarily sugars or other readily available

We believe we can further optimize our technological systems to continue running for longer times than seven days thus optimizing

the use of our enzymes and co-factors.

Co-factors in our processes are energy molecules such as ATP (adenosine triphosphate, which is

a molecule that stores and releases energy in cells) or NADPH (nicotinamide adenine dinucleotide phosphate, which is a molecule that

is an essential electron donor and provides the reducing power for anabolic reactions and redox balance).

If we fail to find competitively

priced sources of these inputs and/or if we fail to show long periods of continued reactions at larger scales our system might not prove

to be competitive.

Longer running conversions, we believe, will optimize the use of enzymes and co-factor in the platform, making

the biochemical process efficient.

Targeted feedstock for our current products are primarily sugars or other readily available chemicals.

We believe we can further optimize our technological systems to continue running for longer than seven days thus optimizing the

use of our enzymes and co-factors.

Co-factors in our processes are energy molecules such as ATP (adenosine triphosphate, which is a molecule

that stores and releases energy in cells) or NADPH (nicotinamide adenine dinucleotide phosphate, which is a molecule that is an essential

electron donor and provides the reducing power for anabolic reactions and redox balance).

If we fail to find competitively priced sources

of these inputs and/or if we fail to show long periods of continued reactions at larger scales our system might not prove to be competitive.

will be subject to fluctuations in pricing for the products we choose to develop and commercialize.

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Fluctuations in pricing below our cost to manufacture would make the commercialization

of such product unfeasible.

of such products unfeasible.

The result would be that we would not be able to sustain our business from revenue, and as a result we may

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our principal technology.

If these products cannot be fully commercialized or are not accepted in the market, we will have expended

significant financial, development and corporate assets that will not necessarily be recovered.

Therefore, investors may lose a

portion or all of their investment in eXoZymes.

do not have any significant sales, marketing, manufacturing and distribution capabilities or arrangements, and will need to create these

as we move towards commercialization of our products.

do not yet have a full sales team, marketing team, manufacturing or distribution capacity.

To date sales and marketing have been

conducted by senior management staff, and been a part of their other management obligations.

To be able to commercialize our

potential products and biosolutions, we will need to develop all of the foregoing elements of commercialization.

We do not have all

relevant corporate experience in establishing these capabilities, and therefore, we may be unsuccessful in achieving

commercialization and earning revenues.

We believe that setting up the commercialization aspects of a company will take a

substantial amount of capital and commitment of time and effort.

We plan on seeking development and marketing partners and license

our technology to others or develop contract manufacturing partners to avoid our having to provide the full range of

go-to-marketing, manufacturing and distribution capabilities within our organization for each of the focus and applications markets.

There can be no assurance that we will find any development and go-to-market partners or companies that are interested in licensing

our technology.

If we are unable to establish and maintain adequate sales, licensing, go-to-market, marketing and distribution

capabilities, independently or with others, we will not be able to generate product revenue and may not become

If these products cannot be fully commercialized or are not accepted in the market, we will have expended significant

financial, development and corporate assets that will not necessarily be recovered.

Therefore, investors may lose a portion or all of

their investment in eXoZymes.

are subject to risks related to our NCT program and commercialization efforts.

represents the first to market product created by eXoZymes which has multiple layers of risk.

These include the following:

to date are primarily in animal models and there remains uncertainty whether activation in

humans will demonstrate the same effects observed in preclinical models.

eXoZymes has validated pilot-scale production, the technology may face unforeseen challenges

during full CMO scale-up or industrial transfer.

is not yet evaluated by the FDA and is not intended to diagnose, treat, cure, or prevent

Nutraceutical regulatory pathways (GRAS/NDIN) carry uncertainty in timing and outcome.

nutraceutical market is competitive, and consumers often report inconsistent results from

failure to differentiate our NCT product from others in the market meaningfully

could affect adoption.

business model relies on CMOs and partners;

disruptions in supply chain, delays in manufacturing

validation, or partner performance issues could materially affect timelines.

do not have any manufacturing and distribution capabilities or arrangements, and will need to create these as we move towards commercialization

of our products.

do not yet have manufacturing arrangement or distribution capacity.

We will need to develop all of the foregoing elements of commercialization.

We plan on seeking development and marketing partners and license our technology to others or develop contract manufacturing partners

to avoid our having to provide the full range of go-to-marketing, manufacturing and distribution capabilities within our organization

for each of the focus and applications markets.

There can be no assurance that we will find any development and go-to-market partners

or companies that are interested in licensing our technology.

If we are unable to establish and maintain adequate sales, licensing, go-to-market,

marketing and distribution capabilities, independently or with others, we will not be able to generate product revenue and may not become

Collaborations

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segments touched upon demonstrate this is an active, developing industry.

believe that we will face competition from many companies and research institutions that are currently working in, and will enter, the

industry to work on all the many aspects of cell-free synthetic biochemistry.

believe that we will face competition from many companies and research institutions that are currently working in, and will enter

the industry to work on all the many aspects of cell-free synthetic biochemistry.

Debut Biotech and Solugen Inc.

promote the advantages of

cell-free enzymatic systems over cell-based systems, but their processes appear to use simple one to two step pathways.

advantages of cell-free enzymatic systems over cell-based systems, but their processes appear to use simple one to two step

Codexis, Inc.

partnered with Tate & Lyle and Merck & Co., Inc.

on different, highly specific projects that use multi enzyme pathways, which

demonstrate that enzymatic Islatravir synthesis illustrates the potential for complex or longer enzyme cascades of the type used in some

of our eXoZymes systems, but their principal mission diverges from the enzymatic manufacturing of more general chemicals.

are many companies that focus on enzyme engineering, such as Codexis, Inc., Allozymes Pte Ltd.

on different, highly specific projects that use

multi enzyme pathways, which demonstrate that enzymatic Islatravir synthesis illustrates the potential for complex or longer enzyme

cascades of the type used in some of our eXoZymes systems, but their principal mission diverges from the enzymatic manufacturing of

more general chemicals.

There are many companies that focus on enzyme engineering, such as Codexis, Inc., Allozymes Pte Ltd.

(Singapore), Enzymit Ltd.

US), Zymtronix Catalytic Systems, Inc., Arzeda Corp.

and Quantumzyme LLP (India), Adaptyv (Switzerland), Zymvol (Spain).

There are other companies that develop enzyme immobilization

technologies.

There are many companies operating in the biofuels space, such as Valero Energy Corporation, ADM Corporation and Cargill

Company and Gevo, Inc.

and Butamax Advanced Biofuels LLC that focus on ethanol technologies.

(Israel and US), Zymtronix Catalytic Systems, Inc., Arzeda Corp.

and Quantumzyme LLP (India), Adaptyv

(Switzerland), Zymvol (Spain).

There are other companies that develop enzyme immobilization technologies.

There are many companies

operating in the biofuels space, such as Valero Energy Corporation, ADM Corporation and Cargill Company and Gevo, Inc.

Advanced Biofuels LLC that focus on ethanol technologies.

There are a number of companies in the nutraceutical and pharmaceutical

industries that are pursuing, or may in the future pursue, the same or similar target molecules as those being developed by the Company.

For example, Brightseed Bio is focused on the discovery and development of plant-derived bioactive compounds, including molecules such

as N-trans-caffeoyltyramine (“NCT”), and such companies may compete directly with the Company’s development and commercialization

believe that a majority of the companies that present some aspect of competition are well established companies that have more experience

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are multinational companies, and many are also publicly listed companies, with large market capitalizations.

believe that we compete with those firms based on a number of factors, including our founders’ reputation and history, our work

and successes to date since founding, our willingness and ability to strategically partner with other companies, the overall abilities

and experience of our management and staff, and our ability to use our technologies to develop new products and create products for potential

commercialization opportunities.

In addition to established industry

participants, we may also face competition from emerging startups and early-stage companies seeking to develop similar target molecules

or enabling technologies.

These companies are often founded around novel scientific approaches, including artificial intelligence–driven

discovery platforms, synthetic biology, or alternative biomanufacturing methods, and may target similar applications in the nutraceutical

and pharmaceutical markets.

However, many of these early-stage

companies are in the initial phases of development and typically operate with limited financial resources, constrained infrastructure,

and smaller management teams.

As a result, they may lack the capital, scale, and operational capabilities required to advance from early

discovery through commercialization.

believe that we compete with these firms based on a number of factors, including our founders’ reputation and history, our

work and successes to date since founding, our willingness and ability to strategically partner with other companies, the overall

abilities and experience of our management and staff, and our ability to use our technologies to develop new products and create

products for potential commercialization opportunities.

We also believe we compete based on our unique technological approach.

We believe our scientific approach

and technology is not as specialized as those of our competitors, thereby opening product pathways for a plethora of more diverse chemical

manufacturing applications.

We believe that our intellectual property on recycling of essential cofactors will allow us to operate extensive

multistep processes outside of a living cell.

This represents a competitive advantage over traditional synthetic biochemical companies.

In the biofuels sector, because isobutanol is our primary target due to it being widely regarded as a superior biofuel, we do not compete

directly with ethanol producers.

believe our scientific approach and technology is not as specialized as those of our competitors, thereby opening product pathways

for a plethora of more diverse chemical manufacturing applications.

We believe that our intellectual property on recycling of

essential cofactors will allow us to operate extensive multistep processes outside of a living cell.

This represents a competitive

advantage over traditional synthetic biochemical companies.

In the biofuels sector, because isobutanol is our primary target due to

it being widely regarded as a superior biofuel, we do not compete directly with ethanol producers.

Related to Intellectual Property and Other Legal Matters

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of December 31, 2025, we have a number of licensed patents, issued patents and patent applications with the USPTO.

In addition to the patents

and patent applications, we have several other invention disclosures and proprietary trade secrets.

The licensed patents are for a suite

of patents issued to the University of California, Los Angeles (UCLA), which safeguard different aspects of recycling co-factors (i.e.

energy molecules), cannabinoid biosynthesis, and stable enzymes, which are enzymes that have been engineered for thermostability or other

attributes that allow the enzyme to last longer and/or perform more effectively during the enzymatic process.

In addition to the

patents and patent applications, we have several other invention disclosures and proprietary trade secrets.

The licensed patents are

for a suite of patents issued to the University of California, Los Angeles (UCLA), which safeguard different aspects of recycling co-factors

energy molecules), cannabinoid biosynthesis, and stable enzymes, which are enzymes that have been engineered for thermostability

or other attributes that allow the enzyme to last longer and/or perform more effectively during the enzymatic process.

This current consolidated

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relation to the development and marketing of our processes and products.

our research develops, we believe the eXoZymes inventions and license will be able to cover a wide range of technologies that relate

our research develops, we believe the eXoZymes’s inventions and license will be able to cover a wide range of technologies that relate

to biomanufacturing.

These inventions include new chemical entities, composition of matter intellectual property on novel and engineered

individual enzymes with changes in stability, activity, specificity, or a combination thereof, as well as systems of enzymes designed

for pioneering novel manufacturing processes.

individual enzymes with changes in stability, activity, specificity, or combination thereof, as well as systems of enzymes designed for

pioneering novel manufacturing processes.

Additionally, our intellectual property includes cofactor and metabolite management optimized

for sustained reaction continuity and advancements in enzyme expression strains and processes.

Also, metabolites resulting from the degradation of a molecule, can

be used as a fingerprint or to identify those parts of a molecule that can modify the speed of or stop an enzyme reaction, and which we

can then use to manage the reaction timing of our platform.

patent applications, and even issued patents, may be challenged or fail to result in issued and functional patents and our existing

or future patents may be too narrow to prevent third-parties from developing or designing around our intellectual property and in

that event we may lose competitive advantage and our business may suffer.

Further, the patent applications that we license may fail

to result in issued patents.

The claims may need to be amended, and there might be mistakes in the patent processes that make our patents less valuable or functional.

Even after amendment, a patent may not issue and in that event, we

may not obtain the exclusive use of the intellectual property that we seek and may lose competitive advantage which could result in

harm to our business.

Also, metabolites resulting from the degradation

of a molecule, can be used as a fingerprint or to identify those parts of a molecule that can modify the speed of or stop an enzyme reaction,

and which we can then use to manage the reaction timing of our platform.

patent applications, and even issued patents, may be challenged or fail to result in issued and functional patents and our existing or

future patents may be too narrow to prevent third-parties from developing or designing around our intellectual property and in that event

we may lose competitive advantage and our business may suffer.

Further, the patent applications that we license may fail to result in

issued patents.

The claims may need to be amended, and there might be mistakes in the patent processes that make our patents less valuable

or functional.

Even after amendment, a patent may not issue and in that event, we may not obtain the exclusive use of the intellectual

property that we seek and may lose competitive advantage which could result in harm to our business.

we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could

be adversely affected.

addition to patents and patent applications in respect of our technology, we rely upon, among other things, unpatented proprietary

technology, processes, trade secrets and know-how.

addition to patents and patent applications in respect of our technology, we rely upon, among other things, unpatented proprietary technology,

processes, trade secrets and know-how.

Any involuntary disclosure (e.g.

bad actors, disgruntled employees, being hacked

or simple theft) to or misappropriation by third-parties of our confidential or proprietary information could enable competitors to

duplicate or surpass our technological achievements, potentially eroding our competitive position in our market.

We seek to protect

confidential or proprietary information in part by confidentiality agreements with our employees, consultants and third-parties.

While we require all of our employees, consultants, advisors and any third-parties who have access to our proprietary know-how,

information and technology to enter into confidentiality agreements, we cannot be certain that this know-how, information and

technology will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop

substantially equivalent information and techniques.

These agreements may be terminated or breached, and we may not have adequate

remedies for any such termination or breach.

Furthermore, these agreements may not provide meaningful protection for our trade

secrets and know-how in the event of unauthorized use or disclosure.

To the extent that any of our staff were previously employed by

other synthetic biology companies, those employers may allege violations of trade secrets and other similar claims in relation to

their product development activities for us.

bad actors, disgruntled employees, being hacked or simple theft)

to or misappropriation by third-parties of our confidential or proprietary information could enable competitors to duplicate or surpass

our technological achievements, potentially eroding our competitive position in our market.

We seek to protect confidential or proprietary

information in part by confidentiality agreements with our employees, consultants, and third-parties.

While we require all of our employees,

consultants, advisors and any third-parties who have access to our proprietary know-how, information and technology to enter into confidentiality

agreements, we cannot be certain that this know-how, information and technology will not be disclosed or that competitors will not otherwise

gain access to our trade secrets or independently develop substantially equivalent information and techniques.

These agreements may be

terminated or breached, and we may not have adequate remedies for any such termination or breach.

Furthermore, these agreements may not

provide meaningful protection for our trade secrets and know-how in the event of unauthorized use or disclosure.

To the extent that any

of our staff were previously employed by other synthetic biology companies, those employers may allege violations of trade secrets and

other similar claims in relation to their product development activities for us.

we fail to comply with our obligations in the agreements under which we license development or commercialization rights to products or

technology from third-parties, we could lose license rights that are important to our business.

hold exclusive licenses from The Regents of the University of California, (“The Regents”), through the University of California,

Los Angeles (“UCLA”), to intellectual property relating to cell-free synthetic biochemistry technology.

These licenses impose

various developmental milestone obligations on us.

If we fail to comply with any material obligations, the licensor will have the right

to terminate the applicable license.

The existing or future patents to which we have rights based on our agreements with The Regents

may be too narrow to prevent third-parties from developing or designing around these patents.

Additionally, we may lose our rights to

the patents and patent applications we license in the event of a breach or termination of the license agreement.

Should the license terminate

we retain the right to utilize the intellectual property but may not be able to prevent others from doing so, in which case we may lose

a competitive advantage.

hold exclusive licenses from The Regents of the University of California, (“The Regents”), through the University of

California, Los Angeles (“UCLA”), to intellectual property relating to cell-free synthetic biochemistry technology.

These licenses impose various developmental milestone obligations on us.

If we fail to comply with any material obligations, the

licensor will have the right to terminate the applicable license.

The existing or future patents to which we have rights based on

our agreements with The Regents may be too narrow to prevent third-parties from developing or designing around these patents.

Additionally, we may lose our rights to the patents and patent applications we license in the event of a breach or termination of

the license agreement.

Should the license terminate we retain the right to utilize the intellectual property but may not be able to

prevent others from doing so, in which case we may lose a competitive advantage.

license fees to The Regents may exceed our income from product revenues based on the licensed patents.

license we hold from The Regents provides for annual license fees and royalties based on income derived from the licensed patents.

license we hold from The Regents provides annual license fees and royalties based on income derived from the licensed patents.

is possible that our fees to The Regents may exceed our income.

In such an event, we would have to fund the fees from other sources,

such as working capital, financings or other income.

such as working capital, financing, or other income.

If we do not make the payments, as and when required, we would be in breach of the

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Some of our competitors may be able to bear the costs of such litigation or proceedings

more effectively than we can because of their having greater financial resources.

more effectively than we can because they have greater financial resources.

Uncertainties resulting from the initiation and continuation

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Related to this Being a Public Company

will incur increased costs as a result of operating as a public company, and our board of directors will be required to devote substantial

time to oversight of new compliance requirements and corporate governance practices.

a public company listed in the U.S., we will incur significant legal, accounting and other expenses that we did not incur as a private

In addition, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements

of Nasdaq, and other applicable securities rules and regulations impose various requirements on listed public companies, including the

establishment and maintenance of effective disclosure and financial controls and corporate governance practices.

Our board of directors,

management and other personnel will need to devote a substantial amount of time to these compliance initiatives.

Moreover, these rules

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

For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer

liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our board of directors.

these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,

incur substantial costs as a result of operating as a public company, and our board of directors is required to devote substantial time

to oversight of our compliance requirements and corporate governance practices.

a public company listed in the U.S., we incur significant legal, accounting and other expenses.

In addition, the Sarbanes-Oxley Act,

the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules

and regulations impose various requirements on listed public companies, including the establishment and maintenance of effective disclosure

and financial controls and corporate governance practices.

Our board of directors, management and other personnel must devote a substantial

amount of time to these compliance requirements.

Moreover, these rules and regulations have substantial legal and financial compliance

costs and will make some activities more time-consuming and costly.

rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,

their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.

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in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance

to Section 404 of the Sarbanes-Oxley Act, or Section 404, we will be required to furnish a report by our board of directors on our internal

to Section 404 of the Sarbanes-Oxley Act, or Section 404, we are required to furnish a report by our board of directors on our internal

control over financial reporting.

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To achieve compliance

with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal controls over financial

reporting, which is both costly and challenging.

In this regard, we will need to dedicate internal resources, potentially engage outside

consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue

steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement

a continuous reporting and improvement process for internal control over financial reporting.

Despite our efforts, there is a risk that

we will not be able to conclude, within the prescribed timeframe, that our internal controls over financial reporting are effective as

required by Section 404.

If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets

due to a loss of confidence in the reliability of our financial statements.

with Section 404 within the prescribed period, we engage in a process to document and evaluate our internal controls over financial reporting,

which is both costly and challenging.

In this regard, we dedicate internal resources, potentially engage outside consultants and adopt

a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control

processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and

improvement process for internal control over financial reporting.

Despite our efforts, there is a risk that we will not be able to conclude,

within the prescribed timeframe, that our internal controls over financial reporting are effective as required by Section 404.

identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence

in the reliability of our financial statements.

after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which would

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sell their securities.

currently have limited accounting personnel with the background in public company accounting and reporting.

We will have to add personnel

and devote personnel and financial resources to meet our reporting obligations as a publicly listed company.

have been a private company with limited operating scale.

As of the date of this report, we do not have the appropriate accounting

personnel to adequately execute our accounting processes with which to address our internal control over

financial reporting.

We are in the process of hiring additional personnel and putting in place protocols necessary to implement appropriate

accounting policies, processes and controls to address the anticipated change in the scale of our operations.

However, we cannot assure

you that the measures we have taken to date, and actions we plan to take in the future, will be sufficient to prevent or avoid potential

future material weaknesses in our controls.

we fail to develop or maintain an effective system of internal control over financial reporting, we may not be able to accurately report

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As a result, current and potential stockholders could lose confidence in our financial

is subject to the risk that it has deficiencies in its internal control structure, due to the fact that we are a small company.

is subject to the risk that it has deficiencies in its internal control structure.

A deficiency in internal control over financial reporting

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will not be prevented or detected by the entity’s internal controls.

Effective internal control is necessary to provide reliable

Effective internal controls are necessary to provide reliable

financial reports and effectively prevent fraud.

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is one such deficiency.

may be time consuming, difficult, and costly for the Company to develop and implement the internal control and reporting procedures required

by the Exchange Act.

The Company, at this time, will need to hire additional financial reporting, internal control, and other finance

personnel in order to develop and implement appropriate internal control and reporting procedures.

If we are unable to comply with the

internal control over financial reporting requirements of the Exchange Act, then we may not be able to obtain the required independent

accountant certifications, which may preclude us from keeping our filings current with the SEC.

Further, a material weakness in the effectiveness

of internal control over financial reporting could result in an increased chance of fraud, reduce our ability to obtain financing, and

require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business,

results of operations, and financial condition.

we are unable to comply with the internal control over financial reporting requirements of the Exchange Act, then we may not be able

to obtain the required independent accountant certifications, which may preclude us from keeping our filings current with the SEC.

a material weakness in the effectiveness of internal control over financial reporting could result in an increased chance of fraud, reduce

our ability to obtain financing, and require additional expenditures to comply with these requirements, each of which could have a material

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

currently have a single facility that is our main office and laboratory.

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would delay our research and development efforts and does pose an operational risk.

rely exclusively on a single laboratory location for our operations, research, and development activities.

This concentration of resources

presents a significant risk to our business continuity.

If our primary facility experiences a disruption due to natural disasters, power

failures, equipment malfunctions, cyberattacks, regulatory actions, or other unforeseen events, our ability to conduct operations could

be severely impacted or completely halted.

companies with multiple locations or backup facilities, we do not currently have a secondary site to maintain operations in the event

of an emergency or prolonged disruption.

As a result, any significant downtime at our primary facility could lead to delays in research,

product development, and service delivery, which may adversely affect our financial condition and results of operations.

Additionally,

customers, investors, and other stakeholders may lose confidence in our ability to provide continuous and reliable services, potentially

leading to a loss of business and reputational harm.

are actively assessing risk mitigation strategies, including potential secondary locations, partnerships, and contingency planning.

until such measures are implemented, our reliance on a single facility will continue to pose an operational risk.

recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly

unrelated to the underlying performance of the company.

Our Common Stock may potentially experience rapid and substantial price volatility,

and price decline, which may make it difficult for prospective investors to assess what we believe to be the value of our Common Stock.

addition to the general volatility risks, our Common Stock may be subject to rapid and substantial price volatility and/or a decline

in the market price.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial

condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Stock.

there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number

of recent initial public offerings, especially among companies with relatively small public floats.

As we anticipate having a relatively

small public float, the Common Stock may experience greater stock price volatility, extreme price run-ups, rapid declines in the price,

lower trading volume, large spreads in bid and asked prices, and less liquidity than large-capitalization companies.

The aspects of the

trading in the Common Stock may be unrelated to our actual or expected operating performance, financial condition or prospects, making

it difficult for prospective investors to assess the value of our Common Stock.

Because of the low public float and the absence of any

significant trading volume, the reported prices may not reflect the price at which an investor would be able to sell shares if it wants

to sell any shares or buy shares if it wishes to buy share.

the trading volumes of our Common Stock is low, persons buying or selling in relatively small quantities may easily influence the prices

rely on a single laboratory location for our operations, research, and development activities.

This concentration of resources presents

a significant risk to our business continuity.

If our facility experiences a disruption due to natural disasters, power failures, equipment

malfunctions, cyberattacks, regulatory actions, or other unforeseen events, our ability to conduct operations could be severely impacted

or completely halted.

Any significant downtime at our facility could lead to delays in research, product development, and service delivery,

which may adversely affect our financial condition and results of operations.

Additionally, customers, investors, and other stakeholders

may lose confidence in our ability to provide continuous and reliable services, potentially leading to a loss of business and reputational

we are actively assessing risk mitigation strategies, including potential secondary locations, partnerships, and contingency planning.

However, until such measures are implemented, our reliance on a single facility will continue to pose an operational risk.

Common Stock may experience rapid and substantial price volatility, and price decline, which may make it difficult for prospective investors

to assess what we believe to be the value of our Common Stock.

addition to the general volatility risks of the stock market, our Common Stock may be subject to rapid and substantial price volatility

and/or a decline in the market price.

We may experience extreme stock price volatility unrelated to our actual or expected operating

performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of

our Common Stock.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock

price volatility in the stocks of emerging growth companies, especially among companies with relatively small public floats.

As we anticipate

having a relatively small public float, the Common Stock may experience greater stock price volatility, extreme price run-ups, rapid

declines in the price, lower trading volume, large spreads in bid and asked prices, and less liquidity than large-capitalization companies.

These aspects of trading in Common Stock may be unrelated to our actual or expected operating performance, financial condition

or prospects, making it difficult for prospective investors to assess the value of our Common Stock.

Because of the low public float

and the absence of any significant trading volume, the reported prices may not reflect the price at which an investor would be able to

sell shares if it wants to sell any shares or buy shares if it wishes.

the trading volumes of our Common Stock are low, persons buying or selling in relatively small quantities may easily influence the prices

of the Common Stock.

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decisions with respect to the management of the Company will be made by our board of directors and our officers.

Holdings, LLC, as of the date of this report beneficially owns 48.38% of our common stock.

Christopher Marlett and Mr Anthony

Digiandomenico, directors of the Company, are principals of MDB Capital Holdings, LLC.

Christopher Marlett, our Chairman of the

Board is also a Director of MDB Capital Holdings, LLC and has significant voting authority over the securities owned by MDB Capital

Holdings, LLC.

As of the date of this report, management beneficially owns approximately 70.94% of our issued and outstanding shares

of Common Stock, which includes 28.38% of MDB Capital Holdings, LLC ownership.

It is expected that these persons will have aligned interests, and, therefore, these stockholders will be able to

exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, the management team,

amendment of our articles of incorporation and approval of significant corporate transactions.

This control could have the effect of

delaying or preventing a change of control of the company or changes in management, in each case, which other stockholders might

find favorable, and will make the approval of certain transactions difficult or impossible without the support of these significant

stockholders.

MDB Capital Holdings,

LLC, as of the date of this report, beneficially owns 47.63% of our common stock.

Christopher Marlett and Mr.

Anthony Digiandomenico,

directors of the Company, are principals of MDB Capital Holdings, LLC.

Edgardo Rayo, who is an employee of Public Ventures, LLC,

a wholly owned subsidiary of MDB Capital Holdings, LLC, is a director of the Company.

Christopher Marlett, our Chairman of the Board

is also a Director of MDB Capital Holdings, LLC and has significant voting authority over the securities owned by MDB Capital Holdings,

It is expected that these persons will have aligned interests, and, therefore, these stockholders will be able to exercise a significant

level of control over all matters requiring stockholder approval, including the election of directors, the management team, amendment

of our articles of incorporation and approval of significant corporate transactions.

This control could have the effect of delaying or

preventing a change of control of the company or changes in management, in each case, which other stockholders might find favorable,

and will make the approval of certain transactions difficult or impossible without the support of these significant stockholders.

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

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eligible for future sale may adversely affect the market for our Common Stock.

of our current stockholders holding our outstanding shares of Common Stock may be eligible to sell all or some of their shares of Common

Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act.

pursuant to Rule 144, non-affiliate stockholders may sell freely after six months hold, subject only to the current public information

requirement (which disappears after one year) and any contractual lock up.

In general, pursuant to Rule 144, affiliated stockholders

may sell subject to a number of volume and method of sale limitations after six months.

In addition, our largest stockholder, MDB Capital

Holdings, LLC, has been provided a resale prospectus, which permit it to sell 4,013,769 shares freely in the public market.

Any substantial

sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price

of our Common Stock and liquidity of the market for our Common Stock.

ability of MDB Capital Holdings, LLC to sell up to 4,013,769 of its shares of our Common Stock, as freely tradable, registered

shares of our Common Stock, may have an adverse effect on our other investors.

Capital Holdings, LLC has not agreed to lock up any the shares of Common Stock that it holds, including the 4,013,769 shares that are

subject to a resale prospectus.

If MDB Capital Holdings, LLC is able to sell up to 4,013,769 of its shares of Common Stock pursuant to

the resale prospectus, then investors in the Company should be aware of the following:

the sale of the shares may have a depressive effect on the price of our shares of Common Stock in the public securities market, in which

case the other holders of our shares of Common Stock may suffer a loss in the value of their shares.

to the extent that MDB Capital Holdings, LLC is in the process of selling shares of its Common Stock, there may not be the opportunity

for other shareholders to sell their shares;

the investment basis of the MDB Capital Holdings, LLC shares of its Common Stock is substantially less than the initial public offering

price, so it is possible that it may sell its shares at less than later investors, and thereby the sales would have a depressive effect

on the price of the Common Stock in the public market.

that we are a publicly traded company, we may have an increased risk of securities class action litigation.

of our current stockholders’ holdings of our outstanding shares of Common Stock may be eligible to sell all or some of their shares

of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities

In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months’ hold and the expiration of

any contractual lock up.

In general, pursuant to Rule 144, affiliated stockholders may sell subject to a number of volume and method

of sale limitations after six months.

In addition, our largest stockholder, MDB Capital Holdings, LLC, has registration rights which

will permit it to sell 4,013,769 shares freely in the public market.

Any substantial sale of our Common Stock pursuant to Rule 144 or

pursuant to any resale prospectus may have a material adverse effect on the market price of our Common Stock and liquidity of the market

for our Common Stock.

may have an increased risk of securities class action litigation as a result of our being a public reporting company and trading in the

public market.

Historically,

securities class action litigation has often been brought against a company following a decline in the market price of its securities.

This risk is especially relevant for us because the public securities market for small cap companies have experienced significant share

volume and price volatility in recent years.

This risk is especially relevant for us because the public securities market for small cap companies such as ours have experienced significant

share volume and price volatility in recent years.

If we were to be sued, it could result in substantial costs and a diversion of management’s

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Therefore, you should not expect to receive cash dividends on our outstanding Common Stock.

We have technology that might be interesting to

bad actors, foreign actors or nation states that has very different legal frameworks and belief system than ours.

We will attempt to follow best

business practices, at a reasonable cost level relative to our size, regarding avoiding IP theft, cyber attacks, espionage and similar

impact by bad actors, foreign actors or nation states that might have very different legal frameworks, intentions and belief systems than

our own, here in the US.

Our defenses might be too weak, our setup wrong or simply not existing, and it may result in the Company losing

competitive advantage, IP or resulting in damage, which could lead to in harm to our business, our partners, our future potential and

the value of our company.

have technology that might be interesting to bad actors, foreign actors or nation states that has very different legal frameworks and

belief system than ours.

will attempt to follow best business practices, at a reasonable cost level relative to our size, regarding avoiding IP theft, cyber attacks,

espionage and similar impact by bad actors, foreign actors or nation states that might have very different legal frameworks, intentions

and belief systems than our own, here in the US.

Our defenses might be too weak, our setup wrong or simply not existing, and it may result

in the Company losing competitive advantage, IP or resulting in damage, which could lead to in harm to our business, our partners, our

future potential and the value of our company.

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