What changed in this filing

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Item 1A. Risk Factors

2023-09-21 compared with 2022-09-28 · 51 added, 62 removed, 456 unchanged (20% of the section changed)

14 unchanged sentences

have a history of losses and negative working capital.

the fiscal years ended June 30, 2022 and 2021, we had net losses of $15,609,000 and $12,793,000, respectively.

We have historically experienced

net losses and until we generate sufficient revenue, we anticipate to continue to experience losses in the near future.

of June 30, 2022 and 2021, we had a cash balance of $485,000 and $4,713,000, respectively.

the fiscal years ended June 30, 2023 and 2022, we had net losses of $6.7 million and $15.6 million, respectively.

We have historically

experienced net losses and until we generate sufficient revenue, we anticipate that we will continue to experience losses in the near

of June 30, 2023 and 2022, we had a cash balance of $2.4 million and $485,000, respectively.

We expect that our existing cash balances,

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will need to raise additional capital or financing to continue to execute and expand our business.

we expect that our existing cash and additional funding available under our SVB Line of Credit, combined with funds available to us under

we expect that our existing cash and additional funding available under our GBC Credit Facility, combined with funds available to us under

our subordinated line of credit and the potential net proceeds from our At-The-Market offering will be sufficient to meet our anticipated

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In addition, should there be any delays in the receipts of key component parts,

due in part to supply change disruptions, our ability to fulfil the backlog of sales orders will be negatively impacted resulting in

due in part to supply chain disruptions, our ability to fulfil the backlog of sales orders will be negatively impacted resulting in

lower availability of cash resources from operations.

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have a material adverse effect on future cash flows and results of operations.

the event of default of the Revolving Note under the GBC Credit Facility, such default could adversely affect our business, financial

condition, results of operations or liquidity.

and other obligations of the Company under the GBC Credit Facility are secured by substantially all of our tangible and intangible assets

(including, without limitation, intellectual property) pursuant to the terms of a Loan and Security Agreement with GBC dated July 28,

2023 (the “Agreement”) and an Intellectual Property Security Agreement (the “IP Security Agreement”).

Credit Facility is evidenced by a revolving note, which matures on July 28, 2025 (the “Maturity Date”), unless extended, modified,

or renewed (the “Revolving Note”).

Provided that there is no event of default, the Maturity Date can automatically be extended

for one (1) year period upon payment of a renewal fee for each such extension in the amount of three-quarters of one percent (0.75%) of

the Revolving Loan Commitment, which fee will be due and payable on or before the applicable Maturity Date.

The holder of the Revolving

Note is entitled to all of the benefits and security provided for in the Agreement.

All Revolving Loans shall be repaid by the Borrower

on the Maturity Date, unless payable sooner pursuant to the provisions of the Agreement.

party, upon an event of default, GBC will have a first priority right to the collateral granted to them under the Agreement and IP Security

Agreement, and we may lose our ownership interest in the assets pledged as security interest.

A loss of our collateral will have a material

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

may not be indicative of future operating results.

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include unapproved change orders for which we expect to receive confirmations in the ordinary course of business in backlog, generally

to the extent of the lesser of the amounts management expects to recover or the associated costs incurred.

to the extent of the lesser of the amount management expects to recover or the associated costs incurred.

Any revenue that would represent

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Claims revenue is included in backlog

to the extent of the lesser of the amounts management expects to recover or associated costs incurred.

to the extent of the lesser of the amount management expects to recover or associated costs incurred.

may not be indicative of future operating results, and projects in our backlog may be cancelled, modified or otherwise altered by customers.

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our battery products.

a majority of our product sales have been generated from a small number of OEMs and customers, including four (4) customers who, on an

aggregate basis, made up 69% of our sales for the year ended June 30, 2022, and three (3) customers who, on an aggregate basis, made

up 61% of our sales for the year ended June 30, 2021.

As a result, our success depends on continued demand from this small group of customers

and their willingness to incorporate our battery products in their equipment.

a majority of our product sales have been generated from a small number of OEMs and customers, including two (2) customers who, on

an aggregate basis, made up 57% of our sales for the year ended June 30, 2023, and four (4) customers who, on an aggregate basis,

made up 69% of our sales for the year ended June 30, 2022.

As a result, our success depends on continued demand from this small group of customers and

their willingness to incorporate our battery products in their equipment.

The loss of a significant customer would have an adverse

effect on our revenues.

There is no assurance that we will be successful in our efforts to convince end users to accept our products.

Our failure to gain acceptance of our products could have a material adverse effect on our financial condition and results of operations.

There is no assurance that we will be successful in our efforts to convince end users to accept our

Our failure to gain acceptance of our products could have a material adverse effect on our financial condition and results

of operations.

Additionally,

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our business, financial condition and results of operations.

business is vulnerable to a near-term severe impact from the COVID-19 outbreak, and the continuation of the pandemic could have a material

adverse impact on our operations and financial condition.

and another public health epidemic/pandemic could pose the risk that we or our employees, contractors, customers, suppliers, third party

shipping carriers, government and other partners may be prevented from or limited in their ability to conduct business activities for

an indefinite period of time, including due to the spread of the disease within these groups or due to shutdowns that may be requested

or mandated by governmental authorities.

While it is not possible at this time to estimate the impact that COVID-19 could have on our

business, the continued spread of COVID-19 and the measures taken by the governments of states and countries affected could disrupt,

among other things, the supply chain and the manufacture or shipment of our products.

Our manufacturing operations may be subject to

closure or shut down for a variety of reasons.

While manufacturing operations were not materially impacted, future operations could be

affected by the continued spread of COVID-19.

Any substantial disruption in our manufacturing operations from COVID-19, or its related

impacts, would have a material adverse effect on our business and would impede our ability to manufacture and ship products to our customers

in a timely manner, or at all.

effect of the COVID-19 pandemic and its associated restrictions may adversely impact many aspects of our business, including customer

demand, the length of our sales cycles, disruptions in our supply chain, lower the operating efficiencies at our facility, worker shortages

and declining staff morale, and other unforeseen disruptions.

The demand for our products may significantly decline if the COVID-19 pandemic

continues, restrictions are implemented or re-implemented, or the virus resurges and spreads and our customers suffer losses in their

The supply of our raw materials and our supply chain may be disrupted and adversely impacted by the pandemic.

The occurrence

of any of the foregoing events and their adverse effect on capital markets and investor sentiment may adversely impact our ability to

raise capital when needed or on terms favorable to us and our stockholders to fund our operations, which could have a material adverse

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

The extent to which the COVID-19 outbreak impacts our results,

its effect on near or long-term value of our share price are highly uncertain and cannot be predicted, including new information that

may emerge concerning the severity of the virus and the actions to contain its impact.

do not have long-term contracts with our customers.

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by the SEC or other regulatory authorities, which would require additional financial and management resources.

identified material weaknesses in our internal control over financial reporting.

have identified material weaknesses in our internal control over financial reporting.

If we are unable to remediate these material weaknesses,

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The material weaknesses were based on our ineffective oversight of our internal control

over financial reporting and lack of sufficient review and approval of the underlying data used in the calculation of warranty reserve.

We are taking remedial measures designed to improve our internal control over financial reporting to remediate material weaknesses, We

are implementing additional control procedures to strengthen the oversight of the Company’s internal control over financial reporting

through review and sign off by the senior management of all significant assumptions and estimates being used and the underlying the data

used in producing financial schedules/estimates and financial reporting.

We are also adding a second level of review and approval for

all manual journal entries for significant estimates and assumptions made by management.

over financial reporting and lack of sufficient personnel resources with technical accounting expertise related to certain aspects of

the financial reporting process.

Until such time as we could have additional resources with such level of technical accounting expertise,

management intends to implement measures designed to improve our internal control over financial

reporting to remediate material weaknesses, including the use of third-party consultants and accounting experts.

are committed to remediating our material weakness.

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ownership of our stock is highly concentrated in our management, and we have one controlling stockholder.

of September 12, 2022, our directors and executive officers, and their respective affiliates beneficially owned approximately 29% of

our outstanding common stock, including common stock underlying options, and warrants that were exercisable or convertible or which would

become exercisable or convertible within 60 days.

Michael Johnson, our director and beneficial owner of Esenjay, beneficially owns approximately

28% of such outstanding common stock.

As a result of their ownership, our directors and executive officers and their respective affiliates

collectively, and Esenjay, individually, are able to significantly influence all matters requiring stockholder approval, including the

election of directors and approval of significant corporate transactions.

This concentration of ownership may also have the effect of

delaying or preventing a change in control.

As of September 8,

2023, our directors and executive officers, and their respective affiliates beneficially owned approximately 28.5% of our outstanding

common stock, including common stock underlying options, and warrants that were exercisable or convertible or which would become exercisable

or convertible within 60 days.

Michael Johnson, our director and sole director of Esenjay Investments LLC (“Essenjay”), beneficially

owns approximately 26.7% of such outstanding common stock.

As a result of their ownership, our directors and executive officers and their

respective affiliates collectively, and Esenjay, individually, are able to significantly influence all matters requiring stockholder

approval, including the election of directors and approval of significant corporate transactions.

This concentration of ownership may

also have the effect of delaying or preventing a change in control.

do not intend to pay dividends on shares of our common stock for the foreseeable future.

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

What changed 10-K

Item 1A. Risk Factors