What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2026-01-16 · 308 added, 563 removed, 206 unchanged (81% of the section changed)

An investment in our common

stock involves a high degree of risk.

You should carefully consider the following risks and all of the other information contained in

this report before deciding whether to invest in our common stock.

If any of the following risks are realized, our business, financial

condition and results of operations could be materially and adversely affected.

In that event, the trading price of our common stock

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

Additional risks of which we are not presently aware

or that we currently believe are immaterial may also harm our business and results of operations.

Some statements in this report, including

such statements in the following risk factors, constitute forward-looking statements.

See the section entitled Cautionary Information

about Forward-Looking Statements in Part I of this Report.

Risks Related to Our Operations

We have a relatively limited history of

operations, a history of losses, and our future earnings, if any, and cash flows may be volatile, resulting in uncertainty about our

prospects generally.

We were initially organized

as a limited liability company in the State of Colorado on March 20, 2014.

In March 2017, we converted into a corporation and on February

12, 2021, we completed an uplisting to Nasdaq under the ticker symbol “UGRO.” The following is a summary of our recent historical

operating performance:

the year ended December 31, 2024, we generated revenue of $40.0 million and incurred a net loss of $36.5 million.

● During the year ended December 31, 2023, we generated

revenue of $69.9 million and incurred a net loss of $25.4 million.

● During the year ended December 31, 2022, we generated revenue

of $66.3 million and incurred a net loss of $15.3 million.

● During the year ended December 31, 2021, we generated revenue

of $62.1 million and incurred a net loss of $0.9 million.

● During the year ended December 31, 2020, we generated revenue

of $25.8 million and incurred a net loss of $5.1 million.

Our lack of a significant

history and the evolving nature of the market in which we operate make it likely that there are risks inherent to our business that are

yet to be recognized by us or others, or not fully appreciated, and that could result in us suffering further losses.

As a result of

the foregoing, an investment in our securities necessarily involves uncertainty about the stability of our operating results, cash flows

and, ultimately, our prospects generally.

An investment in our securities

involves a high degree of risk.

You should carefully consider the risks described below, together with all of the other information included

in this Report, before making an investment decision.

If any of the following risks actually occurs, our business, financial condition,

or results of operations could suffer materially.

In such case, the trading price of our common stock could decline, and you may lose

all or part of your investment.

Risks Related to Our Business and Operations

We have a limited operating history under

the Flash Sports & Media platform and may not be able to successfully execute our business plan.

The Company completed the

Merger with Flash on February 17, 2026.

Flash was incorporated on August 7, 2023 and had not generated any revenue prior to the Merger.

While IPG, which is now a wholly owned subsidiary of Flash and therefore of the Company, has generated revenue from cricket-related operations

since 2020, the combined entity has a limited operating history as a publicly traded sports and media company.

There can be no assurance

that we will be able to successfully integrate the operations of Flash, IPG, and the Company, or that we will achieve profitability.

prospects must be considered in light of the risks and uncertainties encountered by companies in the early stages of development in rapidly

evolving markets.

We are substantially dependent on a single

contractual relationship with Sri Lanka Cricket for a significant majority of our revenue.

Substantially all of IPG’s

revenue is derived from the commercialization of rights granted under the Master Event Rights Agreement with SLC for the Lanka Premier

The loss, non-renewal, or material modification of this agreement would have a material adverse effect on our business, financial

condition, and results of operations.

The Event Rights Agreement requires annual payment of an Event Rights Fee or provision of a bank

guarantee by March 15 of each year;

failure to make timely payment could result in termination of the Company’s rights for that

Although the agreement provides for automatic one-year renewals, IPG’s rights must be secured annually, and there can be no

assurance that the agreement will be renewed on favorable terms, or at all.

We have a going concern qualification and

a history of net losses and accumulated deficits.

Both IPG and Flash have received

going concern qualifications from their respective auditors.

As of December 31, 2024, IPG had an accumulated deficit of approximately

$4.6 million and a working capital deficit of approximately $1.9 million.

Flash had an accumulated deficit of $500,000 as of December

31, 2024 and had never generated revenue.

The Company (legacy urban-gro) had an accumulated deficit of approximately $120.6 million and

a stockholders’ deficit of approximately $40.9 million as of December 31, 2025.

There can be no assurance that the combined entity

will achieve or sustain profitability.

Our revenue is concentrated among a limited

number of customers and geographies.

For the year ended December

31, 2024, approximately 82% of IPG’s total revenue was generated from customers based in Sri Lanka, with the remaining 18% derived

from Zimbabwe.

In 2023, sales to four customers individually exceeded 10% of IPG’s total revenue, collectively representing approximately

53% of total revenue.

The loss of any significant customer or a significant reduction in business from Sri Lanka or Zimbabwe could have

a material adverse effect on our financial performance.

The Company continues to focus on efforts to diversify its customer base to mitigate

Our business is dependent on the continued

popularity and growth of cricket, particularly T20 cricket, in our target markets.

Our revenue is substantially

derived from the commercialization of T20 cricket league rights.

Any decline in the popularity of cricket or T20 cricket in Sri Lanka,

or in international markets where we distribute media content, could reduce demand for media rights, sponsorships, franchise ownership,

and ticketing, which would materially and adversely affect our business, financial condition, and results of operations.

We are subject to risks associated with

international operations.

The Company conducts operations

in the United Arab Emirates, Sri Lanka, Zimbabwe, and other international markets, and is subject to risks inherent in international operations,

including political and economic instability, currency fluctuation risk, regulatory uncertainty, foreign tax regimes (including the recently

enacted UAE Corporate Tax), sanctions and trade restrictions, cultural and legal differences, and challenges in enforcing contractual

rights across jurisdictions.

Any of these factors could materially and adversely affect our operations and financial results.

We depend on key personnel, including the

founder and chairman of IPG.

The Company’s success

depends in significant part on the continued services and leadership of key individuals, including Anil Mohan Sankhdhar, the founder and

chairman of IPG, who has been instrumental in building the Company’s relationships with SLC, franchise owners, sponsors, and broadcast

partners, and Bradley Nattrass, the Company’s Chairman and Chief Executive Officer.

The loss of any of these individuals’

services could have a material adverse effect on our business and operations.

We do not currently maintain key-person life insurance on

any of our executives.

Force majeure events, including pandemics,

natural disasters, terrorism, and political unrest, could disrupt our tournament operations.

The LPL and our other cricket

events are live, in-person sporting events that are subject to disruption or cancellation due to force majeure events.

Under the Event

Rights Agreement, the full Event Rights Fee remains payable by the Event Rights Partner to SLC even if the whole or any part of the Tournament

is curtailed, cancelled, or abandoned due to any Force Majeure event, after the date of commencement of the Tournament.

Force Majeure

events include, but are not limited to, acts of God, war, riot, strike, civil commotion, terrorism, pandemics, epidemics, fire, earthquake,

storm, flood, tsunami, explosion, and acts of Government.

Any such disruption could materially and adversely affect our revenue, reputation,

and operations.

Our expansion into new markets and new business

verticals involves significant risks and uncertainties.

We have announced expansion

plans for T20 cricket league operations in Malaysia, Zimbabwe, Bangladesh, and the United Arab Emirates.

We are also pursuing potential

strategic combinations and partnerships in the esports and entertainment sectors, including a potential combination with Infinity Esports

& Gaming, a Latin American esports organization that operates gaming centers across multiple countries and holds branded intellectual

properties, and the potential development of Dune Bridge Capital, an investment and strategic capital deployment vertical focused on film,

television, sports, and digital media.

Each of these initiatives involves significant execution risk, including the need to negotiate

and execute definitive agreements, secure regulatory approvals, recruit qualified local personnel, obtain adequate financing, and build

local infrastructure.

As of the date of this Report, no definitive agreements have been entered into with respect to the esports or entertainment

There can be no assurance that any of these expansion or diversification initiatives will be completed on the terms anticipated,

or at all, or that they will generate the revenue or returns expected.

We face significant competition in the sports

media and entertainment industry.

The sports media and entertainment

industry is highly competitive.

We compete for viewership, sponsorship dollars, franchise investment, media rights fees, and talent with

larger, better-capitalized companies and established cricket leagues, including the IPL, BBL, CPL, PSL, and SA20.

Many of our competitors

have significantly greater financial, technical, marketing, and other resources than we do.

There can be no assurance that we will be

able to compete effectively.

Risks Related to the Merger and Integration

The Merger may not achieve its intended

benefits, and integration of the combined businesses involves significant risks.

The success of the Merger

depends on, among other things, our ability to successfully integrate the operations, technologies, and personnel of Flash, IPG, and the

legacy urban-gro business, achieve anticipated revenue growth, realize cost synergies, and retain key customers, partners, and employees.

Integration may be more difficult, time-consuming, or costly than expected, and there can be no assurance that we will realize the expected

benefits of the Merger.

Following the Merger, former Flash

stockholders are expected to own a minimum of 90% of the combined company, resulting in significant dilution to existing

stockholders.

Under the terms of the Merger

Agreement, Flash stockholders received shares of UGRO common stock equal to 19.99% of the outstanding shares immediately prior to certain

prior issuances, as well as shares of newly created non-voting convertible preferred stock that, upon stockholder approval of the conversion,

would result in former Flash stockholders owning approximately 90% of the combined company on a fully-converted basis.

This represents

substantial dilution to the Company’s existing stockholders.

The Company changed its independent auditor

in connection with the Merger, which may increase the risk of accounting errors or restatements.

On March 03, 2026, the Company dismissed Sadler, Gibb & Associates,

LLC as its independent registered public accounting firm and appointed Suri and Co., Chartered Accountants of Chennai, India to

audit the Company’s financial statements for the year ended December 31, 2025.

The transition to a new auditor during a period of

significant business transformation increases the risk of accounting errors, delays in financial reporting, or the need for restatements.

Risks Related to Nasdaq Listing and Capital

We have a history of non-compliance with

Nasdaq listing standards and may be unable to maintain our Nasdaq listing.

The Company has experienced

multiple instances of non-compliance with Nasdaq listing standards, including the minimum bid price requirement, timely filing of periodic

reports, minimum stockholders’ equity requirement, and annual meeting requirement.

While the Company regained compliance with these

requirements as of March 2026, Nasdaq has placed the Company on a one-year Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A).

Any future non-compliance could result in delisting, which would materially and adversely affect the liquidity and trading price of our

common stock.

We have limited liquidity and may require

additional financing to fund our operations.

As of December 31, 2025, the

Company had cash of approximately $10,000 and negative working capital of approximately $42.7 million.

Our ability to continue operations

is dependent on our ability to generate sufficient revenue and/or obtain financing.

There can be no assurance that additional financing

will be available on acceptable terms, or at all.

If we are unable to obtain sufficient amounts of additional capital, we may be required

to reduce the scope of our planned development, which could harm our business, financial condition, and operating results.

We have significant outstanding liabilities

and legal proceedings that could adversely affect our financial condition.

The Company has significant

accounts payable, contract liabilities, notes payable, and accrued expenses.

Additionally, the Company is subject to various legal proceedings,

including lawsuits by creditors, equipment suppliers, and former contractors.

Adverse outcomes in any of these proceedings could materially

affect our financial position and results of operations.

Risks Related to Regulatory and Legal Matters

We are subject to anti-corruption, anti-bribery,

and sports integrity laws and regulations.

The Company and its subsidiaries,

sub-licensees, franchise holders, and team owners are required to comply with anti-corruption and anti-bribery laws in all jurisdictions

in which we operate, as well as ICC anti-corruption codes.

Any violation of these laws or codes could result in criminal penalties, fines,

suspension, or termination of our Event Rights, any of which could have a material adverse effect on our business.

Changes in tax laws or regulations, including

the recently enacted UAE Corporate Tax, could increase our tax burden.

IPG is subject to the UAE

Corporate Tax Law effective January 1, 2024, which imposes a 9% tax on taxable income exceeding the exemption threshold.

Changes in applicable

tax laws or their interpretation, or the enactment of new taxes in jurisdictions where we operate, could increase our effective tax rate

and adversely affect our financial results.

The Event Rights Agreement is governed by

Sri Lankan law and disputes are subject to international arbitration, which may be costly and time-consuming.

The Event Rights Agreement

is governed by the laws of Sri Lanka, and disputes are subject to arbitration in Colombo under the Rules of the International Chamber

The number of arbitrators shall be three, and each party shall be entitled to select one arbitrator each, with the third

selected jointly to act as Chairman of the Arbitral Tribunal.

Enforcing contractual rights through international arbitration may be more

costly, time-consuming, and uncertain than litigation in U.S.

courts, and arbitral awards may be difficult to enforce in other jurisdictions.

We had negative cash flow from operations

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We had negative cash flow

from operations of $2.8 million for the fiscal year ended December 31, 2024 and $10.5 million for the fiscal year ended December 31,

To the extent that we have negative cash flow from operations in future periods, we may need to allocate a portion of our cash reserves

to fund such negative cash flow.

from operations of $0.1 million and $2.8 million for the years ended December 31, 2025 and 2024, respectively.

To the extent that we have

negative cash flow from operations in future periods, we may need to allocate a portion of our cash reserves to fund such negative cash

We may also be required to raise additional funds through the issuance of equity or debt securities.

We may not be able to generate positive cash flow from our operations and additional capital or other types of financing may not be available

when needed or on terms favorable to us.

Our architecture, engineering, design,

and construction management services have been used and may continue to be contracted for use in emerging industries that may be subject

to quickly changing and inconsistent laws, regulations, practices and perceptions.

Although the demand for our

architecture, engineering, design, and construction management services may be negatively impacted depending on how laws, regulations,

administrative practices, judicial interpretations, and consumer perceptions develop, we cannot reasonably predict the nature of such

developments or the effect, if any, that such developments could have on our business.

We will continue to encounter risks and uncertainty

relating to our operations that may be difficult to overcome.

We may not be able to generate

positive cash flow from our operations and additional capital or other types of financing may not be available when needed or on terms

favorable to us.

We may continue to incur losses in the near

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This potentially would have a negative impact on our share price.

To the extent that future net losses are in excess

of additions to equity, we may fall below the Nasdaq’s listing requirement of having a net equity balance of at least $2,500,000.

fail to continue to satisfy this or any other continued listing requirements, Nasdaq will take steps to delist our common stock.

a delisting would likely have a negative effect on the price of our common stock and would impair shareholders’ ability to sell

or purchase our common stock when they wish to do so, as well as adversely affect our ability to issue additional securities and obtain

additional financing in the future.

We may become subject to additional regulation

of CEA facilities.

Our engineering and design

services are focused on facilities that grow a wide variety of crops that are subject to regulation by the United States Food and Drug

Administration and other federal, state or foreign agencies.

Changes to any regulations and laws that could complicate the engineering

of these CEA facilities, such as waste water treatment and electricity-related mandates, make it possible that potential related enforcement

could decrease the demand for our services, and in turn negatively impact our revenues and business opportunities.

Competition in the various sectors in which

we operate is intense.

There are many competitors

in the industries in which we operate, including many who offer somewhat categorically similar professional services and equipment solutions

as those offered by us.

In the future other companies may enter this arena by developing solutions that directly compete with us.

We anticipate

the presence as well as entry of other companies in this market space and acknowledge that we may not be able to establish, or if established

to maintain, a competitive advantage.

Some of these companies have longer operating histories, greater name recognition, larger client

bases and significantly greater financial, technical, sales and marketing resources.

This may allow them to respond more quickly than

us to market opportunities.

It may also allow them to devote greater resources to the marketing, promotion and sale of their products

and/or services.

These competitors may also adopt more aggressive pricing policies and make more attractive offers to existing and potential

clients, employees, strategic partners, distribution channels and advertisers.

Increased competition is likely to result in price reductions,

reduced gross margins and a potential loss of market share.

We depend upon third-party suppliers for

the equipment solutions that we sell.

We depend on outside manufacturers

for the equipment solutions that we sell.

While we believe that there are sufficient sources of supply available, if the third-party suppliers

were to cease production or otherwise fail to supply us with products in sufficient quantities on a timely basis and we were unable to

contract on acceptable terms for these equipment type products with alternative suppliers, our ability to sell these solutions would be

materially adversely affected.

If a sole source supplier was to go out of business, we may be unable to find a replacement for such source

in a timely manner or at all.

If a sole source supplier were to be acquired by a competitor, that competitor may elect not to sell to

us in the future.

Any inability to secure required products or to do so on appropriate terms could have a materially adverse impact on

the business, financial condition, results of operations or prospects of urban-gro.

We have historically depended on a small

number of clients for a substantial portion of our revenue.

If we fail to retain or expand our client relationships, or if a significant

client were to terminate its relationship with us or reduce its purchases, our revenue could decline significantly.

Although we have been able

to successfully generate substantial sales to different clients over time, we may not be able to continue to do this in the future.

operating results for the foreseeable future could continue to depend on substantial sales to a small number of clients.

Our clients have

no purchase commitments and may cancel, change or delay purchases with little or no notice or penalty.

As a result of this, our revenue

could fluctuate materially and could be materially and disproportionately impacted by purchasing decisions of any client.

represent a substantial portion of our historical revenue may decide to purchase products and services from other providers in the future,

which could cause our revenue to decline materially and negatively impact our financial condition and results of operations.

unable to diversify our client base, we will continue to be susceptible to risks associated with client concentration.

A portion of our business depends on our

clients obtaining appropriate licenses from various licensing agencies.

A portion of our business

depends on our clients obtaining appropriate licenses from various licensing agencies.

Any or all licenses necessary for our clients to

operate their businesses may not be obtained, retained or renewed.

If a licensing body were to determine that one of our clients had violated

applicable rules and regulations, there is a risk the license granted to that client could be revoked, which could adversely affect future

sales to that client and our operations.

Our existing clients may not be able to retain their licenses going forward and new licenses

may not be granted to existing and new market entrants.

System security risks, data protection breaches,

cyber-attacks and systems integration issues could disrupt our internal operations or services provided to clients.

Experienced computer programmers

and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of third

parties, create system disruptions or cause shutdowns.

Computer programmers and hackers also may be able to develop and deploy viruses,

worms, and other malicious software programs that attack or otherwise exploit any security vulnerabilities of the products that we may

sell in the future.

Such disruptions could adversely impact our ability to fulfill orders and interrupt other processes.

Delayed sales,

lower profits, or lost clients resulting from these disruptions could adversely affect our financial results, stock price and reputation.

We may be forced to litigate to defend our

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our business, results of operations and financial condition.

Risks Related to the Legal Cannabis Industry

To date, the majority of our revenues have

come from providing architecture and engineering design services and selling equipment systems into facilities prior to the facility becoming

The majority of our revenues to date have been generated from clients that operate in the legal cannabis industry.

We are broadening our market

reach beyond the legal cannabis industry and are placing a substantial sales effort on expansion into the rapidly growing non-cannabis

CEA vertical farming sector as well as the Commercial sector.

However, on a historic basis, the majority of our clients to whom we provide

facility architecture and engineering design services and sell equipment systems prior to the facility becoming operational have primarily

been in the legal cannabis industry.

In addition to selling directly to these clients, we also sell our equipment solutions to third parties,

such as general contractors and other intermediaries, like equipment leasing companies.

The majority of these solutions have been resold

into the legal cannabis industry.

A significant decrease in demand in the legal cannabis industry could have a material adverse effect

on our revenues and the success of our business.

The cannabis industry in the U.S.

emerging industry and has only been legalized in some states while remaining illegal in others and under U.S.

Federal Prohibition

makes it difficult to accurately forecast the demand for our solutions in this specific industry.

Losing clients from this industry may

have a material adverse effect on our revenues and the success of our business.

The legal cannabis industry

is not mature in the United States and has been legalized in only some states and remains illegal in others and under U.S.

making it difficult to accurately forecast demand for our solutions.

Revenues could materially decline if the U.S.

Department of Justice

(“DOJ”) enforces federal law against the industry and some of our clients are negatively impacted.

The legal cannabis industry

remains in state of flux, and many aspects of this industry’s development and evolution cannot be accurately predicted.

Therefore, losing any clients could have a material adverse effect on our business.

While we have attempted to identify our business risks

in the legal cannabis industry, investors should carefully consider that there are other risks that cannot be foreseen or are not described

in this Report, which could materially and adversely affect our business and financial performance.

As cannabis remains illegal under United

States federal law, we may have to stop providing equipment systems and services to companies who are engaged in cannabis cultivation

and other cannabis-related activities.

Cannabis, which is referred

to as “Marijuana” in the Controlled Substances Act, is currently classified as a Schedule I controlled substance under the Controlled

Substances Act and is illegal under United States federal law.

It is illegal under United States federal law to grow, cultivate, sell

or possess cannabis for any purpose or to assist or conspire with those who do so.

Additionally, 21 U.S.C.

856 makes it illegal to “knowingly

open, lease, rent, use, or maintain any place, whether permanently or temporarily, for the purpose of manufacturing, distributing, or

using any controlled substance.” Even in those states in which the use of cannabis has been authorized under state law, its use remains

a violation of federal law.

Since federal law criminalizing the use of cannabis is not preempted by state laws that legalize its use,

strict enforcement of federal law regarding cannabis may result in the inability of our clients that are involved in the cannabis industry

to proceed with their operations, which would adversely affect our operations.

Our solutions are used by legal and licensed

cannabis growers.

While we are not aware of any threatened or current federal or state law enforcement actions against any supplier of

equipment that might be used for cannabis cultivation, law enforcement authorities, in their attempt to regulate the illegal use of cannabis,

may seek to bring an action or actions against us under the Controlled Substances Act for assisting or conspiring with persons engaged

in the cultivation of cannabis.

There is also a risk that

our activities could be deemed to be facilitating the selling or distribution of cannabis in violation of the Controlled Substances Act.

Although federal authorities have not focused their resources on such tangential or secondary violations of the Controlled Substances

Act, nor have they threatened to do so, with respect to the sale of equipment that might be used by legal and licensed cannabis cultivators,

or with respect to any supplies marketed to participants in the medical and recreational cannabis industry, if the federal government

were to change its practices, or were to expend its resources investigating and prosecuting providers of equipment that could be usable

by participants in the medical or recreational cannabis industry, such actions could have a materially adverse effect on our operations

and the sales of our products and services.

As a company with clients operating in the

legal cannabis industry, we face many particular and evolving risks associated with that industry, including uncertainty of United States

federal enforcement and the need to renew temporary safeguards.

The “FinCEN Memo”

dated February 14, 2014, de-prioritizes enforcement of the Bank Secrecy Act against financial institutions and cannabis related businesses

which utilize them.

This memorandum appears to be a standalone document and is presumptively still in effect.

At any time, however, the

Department of the Treasury, Financial Crimes Enforcement Network, could elect to rescind the FinCEN Memo.

This would make it more difficult

for our clients and potential clients to access the U.S.

banking systems and conduct financial transactions, which would adversely affect

our operations.

In 2014, Congress passed a

spending bill (“2015 Appropriations Bill”) containing a provision (“Appropriations Rider”) blocking federal funds

and resources allocated under the 2015 Appropriations Bill from being used to “prevent such States from implementing their own State

medical marijuana law.” The Appropriations Rider seemed to have prohibited the federal government from interfering with the ability

of states to administer their medical cannabis laws, although it did not codify federal protections for medical cannabis patients and

Moreover, despite the Appropriations Rider, the Justice Department maintains that it can still prosecute violations of the

federal cannabis ban and continue cases already in the courts.

Additionally, the Appropriations Rider must be re-enacted every year.

it has been continued every year since 2015, including most recently in 2022, continued re-authorization of the Appropriations Rider cannot

be guaranteed.

If the Appropriation Rider is no longer in effect, the risk of federal enforcement and override of state cannabis laws

would increase.

Further legislative development beneficial

to our operations is not guaranteed.

Among other things, the business

of our clients in the legal cannabis industry involves the cultivation, distribution, manufacture, storage, transportation and/or sale

of cannabis products in compliance with applicable state law.

The success of our business with respect to these clients depends on the

continued development of the cannabis industry and the activity of commercial business and government regulatory agencies within the industry.

The continued development of the legal cannabis industry is dependent upon continued legislative and regulatory authorization of cannabis

at the state level and a continued laissez-faire approach by federal enforcement agencies.

Any number of factors could slow or halt progress

in this area.

Further regulatory progress beneficial to the industry cannot be assured.

While there may be ample public support for legislative

action, numerous factors impact the legislative and regulatory process, including election results, scientific findings or general public

Any one of these factors could slow or halt progressive legislation relating to cannabis and the current tolerance for the use

of cannabis by consumers, which could adversely affect our operations.

The legal cannabis industry could face strong

opposition from other industries.

We believe that established

businesses in other industries may have a strong economic interest in opposing the development of the cannabis industry.

be seen by companies in other industries as an attractive alternative to their products, including recreational cannabis as an alternative

to alcohol, and medical cannabis as an alternative to various commercial pharmaceuticals.

Many industries that could view the emerging

legal cannabis industry as an economic threat are well established, with vast economic and United States federal and state lobbying resources.

Companies within these industries could use their resources to attempt to slow or reverse legislation legalizing cannabis.

these companies make in halting or impeding legislative initiatives that would be beneficial to the legal cannabis industry could have

a detrimental impact on our clients and, in turn on our operations.

The legality of cannabis could be reversed

in one or more states.

The voters or legislatures

of states in which cannabis has already been legalized could potentially repeal applicable laws which permit the operation of both legal

medical and retail cannabis businesses.

These actions might force us to cease operations in one or more states entirely.

Changing legislation and evolving interpretations

of law, which could negatively impact our clients and, in turn, our operations.

Laws and regulations affecting

the legal medical and adult-use cannabis industry are constantly changing, which could detrimentally affect our clients involved in that

industry and, in turn, our operations.

Local, state and federal cannabis laws and regulations are often broad in scope and subject to

constant evolution and inconsistent interpretations, which could require our clients and ourselves to incur substantial costs associated

with modification of operations to ensure compliance.

In addition, violations of these laws, or allegations of such violations, could

disrupt our clients’ business and result in a material adverse effect on our operations.

In addition, regulations may be enacted

in the future that will limit the amount of cannabis growth or related products that our commercial clients are authorized to produce.

We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional

governmental regulations or administrative policies and procedures, when and if promulgated, could have on our operations.

Regulatory scrutiny of the legal cannabis

industry may negatively impact our ability to raise additional capital.

The business activities of

certain of our clients rely on newly established and/or developing laws and regulations in multiple jurisdictions.

These laws and regulations

are rapidly evolving and subject to change with minimal notice.

Regulatory changes may adversely affect our profitability or cause us

to cease operations entirely.

The legal cannabis industry may come under the scrutiny or further scrutiny by the United States Food and

Drug Administration (the “FDA”), the SEC, the DOJ, the Financial Industry Regulatory Authority or other federal, state or nongovernmental

regulatory authorities or self-regulatory organizations that supervise or regulate the production, distribution, sale or use of cannabis

for medical or nonmedical purposes in the United States.

The FDA currently is authorized to promulgate regulations for and oversight of

CBD products.

It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed,

or whether any proposals will become law.

The regulatory uncertainty surrounding the industry that we service may adversely affect our

business and operations, including without limitation, the costs to remain compliant with applicable laws and the impairment of our ability

to raise additional capital.

Banking regulations could limit access to

banking services.

Since the use of cannabis

is illegal under federal law, federally chartered banks will not accept deposit funds from businesses involved with cannabis.

Consequently,

businesses involved in the legal cannabis industry often have trouble finding a bank willing to accept their business.

The inability to

open bank accounts may make it difficult for our clients in the legal cannabis industry to operate and their reliance on cash can result

in a heightened risk of theft, which could harm their businesses and, in turn, harm our business.

Additionally, some courts have denied

legal cannabis-related businesses bankruptcy protection, thus, making it very difficult for lenders to recoup their investments, which

may limit the willingness of banks to lend to our clients and to us.

A drop in the retail price of cannabis products

may negatively impact our business.

The fluctuations in economic

and market conditions that impact the prices of commercially grown cannabis, such as increases in the supply of cannabis and decreases

in demand for cannabis, could have a negative impact on our clients that are legal cannabis producers, and therefore could negatively

impact our business.

Our contracts may not be legally enforceable

in the United States.

Many of our historic contracts,

and those we may enter into in the future, relate to services that are ancillary to the legal cannabis industry and other activities that

are not legal under U.S.

federal law and under some state laws.

As a result, we may face difficulties in enforcing our contracts in U.S.

federal and certain state courts.

Risks Related to Ownership of Our Common Stock

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could result in the delisting of our Common Stock.

If we fail to satisfy the continued listing requirements

of Nasdaq, Nasdaq will take steps to delist our common stock.

Such a delisting would likely have a negative effect on the price of our

common stock and would impair stockholders’ ability to sell or purchase our common stock when they wish to do so, as well as adversely

affect our ability to issue additional securities and obtain additional financing in the future.

On August 20, 2024, we received

a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because we had not yet filed our Quarterly Report on Form

10-Q for the fiscal quarter ended June 30, 2024, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Timely

Filing Requirement”).

On November 21, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 30, 2024.

We continued to not be in compliance with the Timely Filing Requirement.

On February 18, 2025, we filed each of our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024

and an amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and on February 19, 2025 we filed an

amendment to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which amendments included restated financial statements

for the periods covered therein.

As a result of these filings, on February 24, 2025, the Listing Qualifications Department of Nasdaq

notified us that we had regained compliance with the Timely Filing Requirement.

On February 24, 2025, we

received a deficiency letter from Nasdaq notifying us that (i) for the last 30 consecutive business days, the bid price for our common

stock had closed at a price of below $1.00 per share, which is the minimum closing price required to maintain continued listing on the

Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), and (ii) because our stockholder’s

equity was below $2.5 million as reported on our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, we no

longer met the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Rule 5550(b)(1),

requiring a minimum stockholders’ equity of $2.5 million (the “Stockholders’ Equity Requirement”).

On April 16, 2025, we received

a notice from Nasdaq stating that because we had not yet filed our Annual Report on Form 10-K for the fiscal year ended December 31,

2024 (the “Form 10-K”), we were no longer in compliance with the Timely Filing Requirement.

On May 21, 2025, we received

a notice from Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,

2025 or our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we continued to be out of compliance with the Timely

Filing Requirement.

On August 18, 2025, we received

a determination letter from Nasdaq stating that Nasdaq had determined that we did not file the Form 10-K and the

Form 10-Q by August 15, 2025, the date required for the delinquent filings by an exception previously received from Nasdaq staff.

letter stated that, as a result, unless we timely requested an appeal, the trading of our common stock would be suspended at the opening

of business on August 27, 2025 and a Form 25-NSE will be filed with the SEC, which would remove our common stock securities from listing

and registration on Nasdaq.

The letter also stated that we were not in compliance the Bid Price Rule and the Stockholders’

Equity Requirement.

We timely requested an appeal to a Nasdaq Hearings Panel (the “Panel”).

On October 14, 2025, we attended

a hearing before the Panel in connection with the determination letter.

On October 30, 2025, we received a notice from Nasdaq notifying

us that the Panel had determined to grant our request to continue our listing on The Nasdaq Capital Market, conditioned on us regaining

compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement on or before December 31, 2025 and regaining

compliance with the Bid Price Rule on or before January 28, 2026.

During the exception period, we are required to provide prompt notification

to the Panel of any significant event that may affect our compliance with Nasdaq requirements.

Any documentation evidencing our compliance

will be subject to review by the Panel, which may, in its discretion, request additional information before determining whether we have

regained compliance.

On November 18, 2025, we received a determination letter from Nasdaq stating

that because we did not timely file our Quarterly Report on Form 10-Q for the period ended September 30, 2025, the resulting filing

delinquency would be an additional basis for delisting our securities pursuant to the Timely Filing Requirement.

The letter notified us

that the Panel would consider the matter in their decision regarding our continued listing on the Nasdaq Capital Market and requested

that we present our views with respect to the additional deficiency in writing by November 25, 2025.

We made a submission to the Panel

by the requested date.

Although we regained compliance

with Nasdaq’s continued listing requirements in March 2026, we are currently subject to a one-year Discretionary Panel Monitor.

If we fail to maintain compliance during the monitoring period, Nasdaq may take steps to delist our common stock.

Such a delisting would

likely have a negative effect on the price of our common stock and would impair stockholders’ ability to sell or purchase our common

stock when they wish to do so, as well as adversely affect our ability to issue additional securities and obtain additional financing

in the future.

There can be no assurance

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or will otherwise be in compliance with other applicable Nasdaq Listing Rules.

If we fail to meet the conditions set forth

in our compliance plan or if Nasdaq delists our securities from trading for any other reason, we could face significant material adverse

If we fail to meet the conditions set forth in

our compliance plan or if Nasdaq delists our securities from trading for any other reason, we could face significant material adverse

consequences, including:

● a limited availability

of market quotations for our securities;

● reduced liquidity

with respect to our securities;

● a determination

that our common stock is a “penny stock” which will require brokers trading in

our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level

of trading activity in the secondary trading market for our ordinary shares;

● a limited amount

of news and analyst coverage for our company;

● a decreased ability

to issue additional securities or obtain additional financing in the future.

a limited availability of market quotations for our securities;

reduced liquidity with respect to our securities;

a determination that our common stock is a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares;

a limited amount of news and analyst coverage for our company;

a decreased ability to issue additional securities or obtain additional financing in the future.

Our stock price could be extremely volatile.

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wide fluctuations in response to a number of factors, including those described elsewhere in this Report and others such as:

● our ability to generate sufficient revenues to achieve profitability

and positive cash flow;

● competition in our industry and our

ability to compete effectively;

● our ability to attract, recruit,

retain and develop key personnel and qualified employees;

● reliance on significant clients and

third-party suppliers;

● our ability to successfully identify

and complete acquisitions and effectively integrate those acquisitions into our operations;

● our actual or anticipated operating

and financial results, including how those results vary from the expectations of management,

securities analysts and investors;

● changes in financial estimates or

publication of research reports and recommendations by financial analysts or actions taken

by rating agencies with respect to us or other industry participants;

● developments in our business or operations

or our industry sectors generally;

● any future offerings by us of our

common stock;

● any coordinated trading activities

or large derivative positions in our common stock, for example, a “short squeeze”

(a short squeeze occurs when a number of investors take a short position in a stock and have

to buy the borrowed securities to close out the position at a time that other short sellers

of the same security also want to close out their positions, resulting in a surge in stock

prices, i.e., demand is greater than supply for the stock sold short);

● legislative or regulatory changes

affecting our industry generally or our business and operations specifically;

● the operating and stock price performance

of companies that investors consider to be comparable to us;

● announcements of strategic developments,

acquisitions, restructurings, dispositions, financings and other material events by us or

our competitors;

● actions by our current shareholders,

including future sales of common shares by existing shareholders, including our directors

and executive officers;

● proposed or final regulatory changes

or developments;

● anticipated or pending regulatory

investigations, proceedings, or litigation that may involve or affect us;

● the other factors described under

Risk Factors in Part I, Item 1A of this Report.

our ability to generate sufficient revenues to achieve profitability and positive cash flow;

competition in our industry and our ability to compete effectively;

our ability to attract, recruit, retain and develop key personnel and qualified employees;

reliance on significant clients and third-party suppliers;

our ability to successfully identify and complete acquisitions and effectively integrate those acquisitions into our operations;

our actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities analysts and investors;

changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other industry participants;

developments in our business or operations or our industry sectors generally;

any future offerings by us of our common stock;

any coordinated trading activities or large derivative positions in our common stock, for example, a “short squeeze” (a short squeeze occurs when a number of investors take a short position in a stock and have to buy the borrowed securities to close out the position at a time that other short sellers of the same security also want to close out their positions, resulting in a surge in stock prices, i.e., demand is greater than supply for the stock sold short);

legislative or regulatory changes affecting our industry generally or our business and operations specifically;

the operating and stock price performance of companies that investors consider to be comparable to us;

announcements of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or our competitors;

actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers;

proposed or final regulatory changes or developments;

anticipated or pending regulatory investigations, proceedings, or litigation that may involve or affect us;

the other factors described under Risk Factors in Part I, Item 1A of this Report.

In response to any one or

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Our certificate of incorporation

authorizes us to issue shares of our common stock and options, rights, warrants and appreciation rights relating to our common stock

for the consideration and on the terms and conditions established by our Board in its sole discretion.

authorizes us to issue shares of our common stock and options, rights, warrants and appreciation rights relating to our common stock for

the consideration and on the terms and conditions established by our Board in its sole discretion.

We could issue a significant number

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of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our common stock, either by diluting

the voting power of our common stock if the preferred stock votes together with the common stock as a single class, or by giving the

holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved

by the holders of our shares of our common stock.

the voting power of our common stock if the preferred stock votes together with the common stock as a single class, or by giving the holders

of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by

the holders of our shares of our common stock.

The future issuance of shares

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stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive.

investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible

preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion

price, causing economic dilution to the holders of common stock.

investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred

stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price,

causing economic dilution to the holders of common stock.

We do not anticipate paying any cash dividends

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our future earnings, if any, for the foreseeable future, to fund the development and growth of our business.

We do not intend to pay

any dividends to holders of our common stock in the foreseeable future.

Any decision to declare and pay dividends in the future will

be made at the discretion of our Board taking into account various factors, including our business, operating results and financial condition,

We do not intend to pay any

dividends to holders of our common stock in the foreseeable future.

Any decision to declare and pay dividends in the future will be made

at the discretion of our Board taking into account various factors, including our business, operating results and financial condition,

current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability to pay dividends under our

loan agreements or otherwise.

As a result, if our Board does not declare and pay dividends, the capital appreciation in the price of

our common stock, if any, will be our shareholders only source of gain on an investment in our common stock, and shareholders may have

to sell some or all of their common stock to generate cash flow from their investment.

As a result, if our Board does not declare and pay dividends, the capital appreciation in the price of our

common stock, if any, will be our shareholders only source of gain on an investment in our common stock, and shareholders may have to

sell some or all of their common stock to generate cash flow from their investment.

If securities or industry analysts do not

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research about our business, or if our results of operations do not meet their expectations, our stock price could decline.

Taking advantage of the reduced disclosure

requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

We qualify as an “emerging

growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).

An emerging growth company

may take advantage of certain reduced reporting and other requirements that are otherwise generally applicable to public companies, as

described above.

We currently intend to take advantage of each of these exemptions.

We have elected not to opt out of such extended transition

period, which means that when a standard is issued or revised and it has different application dates for public or private companies,

we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make a comparison of our financial statements with the financial statements of a public company that is not an emerging growth

company, or the financial statements of an emerging growth company that has opted out of using the extended transition period, difficult

or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find our common

stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active

trading or more volatility in the price of our common stock.

Provisions of our certificate of incorporation

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Compliance with these rules and regulations involves significant legal and financial compliance costs, may make

some activities more difficult, time-consuming or costly and may increase demand on our systems and resources, particularly after we

are no longer an “emerging growth company,” as defined in the JOBS Act.

The Exchange Act requires, among other things, that

we file annual, quarterly and current reports with respect to our business and operating results.

some activities more difficult, time-consuming or costly and may increase demand on our systems and resources, particularly after we are

no longer an “emerging growth company,” as defined in the JOBS Act.

The Exchange Act requires, among other things, that we

file annual, quarterly and current reports with respect to our business and operating results.

The Sarbanes-Oxley Act requires, among

other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this

standard, significant resources and management oversight may be required.

As a result, management’s attention may be diverted from

other business concerns, which could adversely affect our business and operating results.

We may need to hire more employees in the future

or engage outside consultants, which will increase our costs and expenses.

maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard,

significant resources and management oversight may be required.

As a result, management’s attention may be diverted from other business

concerns, which could adversely affect our business and operating results.

We may need to hire more employees in the future or engage

outside consultants, which will increase our costs and expenses.

In addition, changing laws,

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We intend to invest resources to comply

with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a

diversion of management’s time and attention from revenue-generating activities to compliance activities.

If our efforts to comply

with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related

to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely

with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion

of management’s time and attention from revenue-generating activities to compliance activities.

If our efforts to comply with new

laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their

application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.

As a result of disclosure

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resulting from our public listing.

We continually work with

our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control

systems to manage our obligations as a public company listed on Nasdaq.

These areas include corporate governance, corporate controls,

disclosure controls and procedures and financial reporting and accounting systems.

We have made, and will continue to make, changes in

these and other areas, including our internal controls over financial reporting.

However, these and other measures that we might take

may not be sufficient to allow us to satisfy our obligations as a public company listed on Nasdaq on a timely basis.

In addition, compliance

with reporting and other requirements applicable to public companies listed on Nasdaq creates additional costs for us and requires the

time and attention of management.

The additional costs that we incur, the timing of such costs and the impact that management’s

attention to these matters may adversely affect our business and operating results.

We have identified material weaknesses

in our internal control over financial reporting.

If we fail to develop or maintain an effective system of internal controls, we may

not be able to accurately report our financial results and prevent fraud.

As a result, current and potential shareholders could lose

confidence in our financial statements, which would harm the trading price of our common shares.

We continually work with our

legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems

to manage our obligations as a public company listed on Nasdaq.

These areas include corporate governance, corporate controls, disclosure

controls and procedures and financial reporting and accounting systems.

We have made, and will continue to make, changes in these and

other areas, including our internal controls over financial reporting.

However, these and other measures that we might take may not be

sufficient to allow us to satisfy our obligations as a public company listed on Nasdaq on a timely basis.

In addition, compliance with

reporting and other requirements applicable to public companies listed on Nasdaq creates additional costs for us and requires the time

and attention of management.

The additional costs that we incur, the timing of such costs and the impact that management’s attention

to these matters may adversely affect our business and operating results.

We have identified material weaknesses in

our internal control over financial reporting.

If we fail to develop or maintain an effective system of internal controls, we may not

be able to accurately report our financial results and prevent fraud.

As a result, current and potential shareholders could lose confidence

in our financial statements, which would harm the trading price of our common shares.

Companies that file reports

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requirements under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

During its evaluation of the effectiveness of internal control over

financial reporting as of December 31, 2024, management identified material weaknesses as described under Item 9A.

“Controls and

Procedures.” We are undertaking remedial measures, which measures will take time to implement and test, to address these material

There can be no assurance that such measures will be sufficient to remedy the material weaknesses identified or that additional

material weaknesses or other control or significant deficiencies will not be identified in the future.

If we continue to experience material

weaknesses in our internal controls or fail to maintain or implement required new or improved controls, such circumstances could cause

us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements, or adversely affect

the results of periodic management evaluations and, if required, annual auditor attestation reports.

Each of the foregoing results could

cause investors to lose confidence in our reported financial information and lead to a decline in our share price.

During its evaluation of the

effectiveness of internal control over financial reporting as of December 31, 2025, management identified material weaknesses as described

under Item 9A.

“Controls and Procedures.” We are undertaking remedial measures, which measures will take time to implement

and test, to address these material weaknesses.

There can be no assurance that such measures will be sufficient to remedy the material

weaknesses identified or that additional material weaknesses or other control or significant deficiencies will not be identified in the

If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new or improved

controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements in

our financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor attestation

Each of the foregoing results could cause investors to lose confidence in our reported financial information and lead to a decline

in our share price.

General Risk Factors

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with clients and adversely affect our business, results of operations and growth prospects.

Our success depends, in large

degree, on the skills of our management team and our ability to retain, recruit and motivate key officers and employees.

Our senior executive

leadership team has significant experience, and their knowledge and relationships would be difficult to replace.

Leadership changes will

occur from time to time, and we cannot predict whether significant resignations will occur or whether we will be able to recruit additional

qualified personnel.

Competition for senior executives and skilled personnel in the horticulture industry is intense, which means the

cost of hiring, paying incentives and retaining skilled personnel may continue to increase.

We need to continue to attract

and retain key personnel and to recruit qualified individuals to succeed existing key personnel to ensure the continued growth and successful

operation of our business.

In addition, as a provider of custom-tailored horticulture solutions, we must attract and retain qualified

personnel to continue to grow our business, and competition for such personnel can be intense.

Our ability to effectively compete for

senior executives and other qualified personnel by offering competitive compensation and benefit arrangements may be restricted by cash

flow and other operational restraints.

The loss of the services of any senior executive or other key personnel, or the inability to recruit

and retain qualified personnel in the future, could have a material adverse effect on our business, financial condition or results of

In addition, to attract and retain personnel with appropriate skills and knowledge to support our business, we may offer

a variety of benefits, which could reduce our earnings or have a material adverse effect on our business, financial condition or results

of operations.

Our insurance may not adequately cover

our operating risk.

Our insurance may not adequately cover our

operating risk.

We have insurance to protect

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expenses are expected to be predominantly denominated in United States dollars, we may be exposed to currency exchange fluctuations.

Recent events in the global financial markets have been coupled with increased volatility in the currency markets.

Fluctuations in the

exchange rate between the U.S.

dollar, the Canadian dollar, the Euro, and the currency of other regions in which we may operate may have

a material adverse effect on our business, financial condition and operating results.

We may, in the future, establish a program to hedge

a portion of our foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements.

However, even if we develop a hedging program, there can be no assurance that it will effectively mitigate currency risks.

events in the global financial markets have been coupled with increased volatility in the currency markets.

Fluctuations in the exchange

rate between the U.S.

dollar, the Canadian dollar, the Euro, and the currency of other regions in which we may operate may have a material

adverse effect on our business, financial condition and operating results.

We may, in the future, establish a program to hedge a portion

of our foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements.

even if we develop a hedging program, there can be no assurance that it will effectively mitigate currency risks.

Changes in accounting standards and subjective

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principles (“U.S.

GAAP”) and related pronouncements, implementation guidelines and interpretations with regard to a wide

variety of matters that are relevant to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade

promotions, and income taxes are highly complex and involve many subjective assumptions, estimates and judgments by our management.

to these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly

change our reported results.

Our ability to maintain our reputation

is critical to the success of our business, and the failure to do so may materially adversely affect our business and the value of our

common stock.

GAAP”) and related pronouncements, implementation guidelines and interpretations with regard to a wide variety

of matters that are relevant to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions,

and income taxes are highly complex and involve many subjective assumptions, estimates and judgments by our management.

Changes to these

rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change

our reported results.

Our ability to maintain our reputation is

critical to the success of our business, and the failure to do so may materially adversely affect our business and the value of our common

Our reputation is a valuable

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and the value of our common stock may be materially adversely affected.

Failure to retain our existing workforce

and to attract qualified new personnel in the current labor market could adversely affect our business and results of operations.

The current U.S.

labor shortage

has and may continue to impact our ability to hire and retain qualified personnel and may impact our ability to operate our business

We may experience a labor shortage preventing us from filling targeted staffing levels.

A labor shortage may also impact

our ability to attract qualified new personnel.

Additionally, the COVID pandemic has changed the way businesses operate with companies

allowing employees to work remotely from home or in hybrid work models.

We may not be able to attract, hire or retain qualified personnel

if competing companies offer a more desirable work model.

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