What changed in this filing

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Item 1A. Risk Factors

2026-06-15 compared with 2025-04-15 · 171 added, 174 removed, 537 unchanged (39% of the section changed)

9 unchanged sentences

Relating to Our Business and Industry

We operate in industries

that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our operating results,

financial condition and cash flows.

Changing conditions in

global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions may adversely

affect our operating results, financial condition and cash flows.

Changes in the availability

or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.

Significant decreases in

scrap metal prices may adversely impact our operating results.

Imbalances in supply and

demand conditions in the global steel industry may reduce demand for our products.

Impairment of long-lived

assets and equity investments may adversely affect our operating results.

Increases in the value

dollar relative to other currencies may reduce the demand for our products.

Equipment upgrades, equipment

failures and facility damage may lead to production curtailments or shutdowns.

We are subject to legal

proceedings and legal compliance risks that may adversely impact our financial condition, results of operations and liquidity.

Climate change may adversely

impact our facilities and our ongoing operations.

Catastrophic events may

disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation,

client and consumer dissatisfaction, and other business or financial losses.

We depend on a small number

of suppliers for the materials necessary to run our business.

The loss of these suppliers, or their failure to supply us with these

materials, would materially and adversely affect our business.

We have substantial customer

concentration, with a limited number of customers accounting for a substantial portion of our 2024 and 2023 revenues.

We have a limited history

upon which an evaluation of our prospects and future performance can be made and have no history of profitable operations.

We are highly dependent

on the services of key executives, the loss of whom could materially harm our business and our strategic direction.

If we lose key

management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases

in our compensation costs, our business may materially suffer.

We may need to obtain additional

financing to fund our operations.

Our independent registered

accounting firm has expressed concerns about our ability to continue as a going concern.

In the past we have experienced

material weaknesses in our internal control over financial reporting, which if continued, could impair our financial condition.

operate in industries that are cyclical and sensitive to general economic conditions, which

could have a material adverse effect on our operating results, financial condition and cash

conditions in global markets including the impact of sanctions and tariffs, quotas and other

trade actions and import restrictions may adversely affect our operating results, financial

condition and cash flows.

in the availability or price of inputs such as raw materials and end-of-life vehicles could

reduce our sales.

● Significant

decreases in scrap metal prices may adversely impact our operating results.

in supply and demand conditions in the global steel industry may reduce demand for our products.

of long-lived assets and equity investments may adversely affect our operating results.

in the value of the U.S.

dollar relative to other currencies may reduce the demand for our

upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.

are subject to legal proceedings and legal compliance risks that may adversely impact our

financial condition, results of operations and liquidity.

change may adversely impact our facilities and our ongoing operations.

● Catastrophic

events may disrupt our business and impair our ability to provide our platform to clients

and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and

other business or financial losses.

depend on a small number of suppliers for the materials necessary to run our business.

loss of these suppliers, or their failure to supply us with these materials, would materially

and adversely affect our business.

have substantial customer concentration, with a limited number of customers accounting for

a substantial portion of our 2025 and 2024 revenues.

have a limited history upon which an evaluation of our prospects and future performance can

be made and have no history of profitable operations.

are highly dependent on the services of key executives, the loss of whom could materially

harm our business and our strategic direction.

If we lose key management or significant personnel,

cannot recruit qualified employees, directors, officers, or other personnel or experience

increases in our compensation costs, our business may materially suffer.

may need to obtain additional financing to fund our operations.

independent registered accounting firm has expressed concerns about our ability to continue

as a going concern.

the past we have experienced material weaknesses in our internal control over financial reporting,

which if continued, could impair our financial condition.

Relating to Government Laws and Regulations

Tax increases and changes

in tax rules may adversely affect our financial results.

We may not realize our

deferred tax assets in the future.

Environmental compliance

costs and potential environmental liabilities may have a material adverse effect on our financial condition and results of operations.

Governmental agencies may

refuse to grant or renew our licenses and permits, thus restricting our ability to operate.

Compliance with existing

and future climate change and greenhouse gas emission laws and regulations may adversely impact our operating results.

increases and changes in tax rules may adversely affect our financial results.

may not realize our deferred tax assets in the future.

● Environmental

compliance costs and potential environmental liabilities may have a material adverse effect

on our financial condition and results of operations.

● Governmental

agencies may refuse to grant or renew our licenses and permits, thus restricting our ability

with existing and future climate change and greenhouse gas emission laws and regulations

may adversely impact our operating results.

Relating to Intellectual Property

We may not be able to protect

our intellectual property rights throughout the world.

We may be involved in lawsuits

to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and the outcome might

have an adverse effect on the success of our business.

We may be subject to claims

by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what

we regard as our own intellectual property.

may not be able to protect our intellectual property rights throughout the world.

may be involved in lawsuits to protect or enforce our intellectual property, which could

be expensive, time-consuming and unsuccessful and the outcome might have an adverse effect

on the success of our business.

may be subject to claims by third parties asserting that our employees or we have misappropriated

their intellectual property or claiming ownership of what we regard as our own intellectual

Related to our Common Stock

The market price of our

common stock may be volatile and adversely affected by several factors.

If our shares of common

stock become subject to the penny stock rules, it would become more difficult to trade our shares.

We are a “smaller

reporting company” within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from

various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to investors.

We do not anticipate paying

dividends on our common stock, and investors may lose the entire amount of their investment.

You could lose some or

all of your investment.

Our management controls

a large block of our common stock that will allow them to control us.

Because we can issue additional

shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution.

Provisions in our Second

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage, delay or prevent

a change in control of our Company or changes in our management and, therefore, depress the market price of our common stock.

If securities or industry

research analysts do not publish research or reports about our business, or if they issue unfavorable or misleading opinions regarding

common stock, the market price and trading volume of our common stock could decline.

Future sales and issuances

of our common stock or rights to purchase our common stock, including pursuant to our equity incentive plans, could result in additional

dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We have broad discretion

in the use of the net proceeds from our public offerings and may not use them effectively.

Our disclosure controls

and procedures may not prevent or detect all errors or acts of fraud.

If we are unable to satisfy

the applicable continued listing requirements of Nasdaq, our common stock could be delisted

market price of our common stock may be volatile and adversely affected by several factors.

our shares of common stock become subject to the penny stock rules, it would become more

difficult to trade our shares.

are a “smaller reporting company” within the meaning of the Securities Act, and

if we decide to take advantage of certain exemptions from various reporting requirements

applicable to smaller reporting companies, our common stock could be less attractive to investors.

do not anticipate paying dividends on our common stock, and investors may lose the entire

amount of their investment.

could lose some or all of your investment.

management controls a large block of our common stock that will allow them to control us.

we can issue additional shares of common stock, purchasers of our common stock may incur

immediate dilution and experience further dilution.

in our Second Amended and Restated Certificate of Incorporation and Amended and Restated

Bylaws and Delaware law might discourage, delay or prevent a change in control of our Company

or changes in our management and, therefore, depress the market price of our common stock.

securities or industry research analysts do not publish research or reports about our business,

or if they issue unfavorable or misleading opinions regarding common stock, the market price

and trading volume of our common stock could decline.

sales and issuances of our common stock or rights to purchase our common stock, including

pursuant to our equity incentive plans, could result in additional dilution of the percentage

ownership of our stockholders and could cause our stock price to fall.

have broad discretion in the use of the net proceeds from our public offerings and may not

use them effectively.

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

we are unable to satisfy the applicable continued listing requirements of Nasdaq, our common

stock could be delisted

Relating to Our Business and Industry

206 unchanged sentences

have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2025 and 2024

currently derive a significant portion of our revenues from three large corporate customers.

The Company has a concentration of customers.

For the fiscal year ended December 31, 2024, two large customers individually accounted for $18,654,928 and $1,683,325, or approximately

55.99% and 5.05% of our revenues, respectively.

For the fiscal year ended December 31, 2023, two large customers individually accounted

for $20,716,044 and $2,001,847, or approximately 58.08% and 5.61% of our revenues, respectively.

For the fiscal year ended December 31, 2025, two large customers individually

accounted for $12,073,690 and $5,482,886, or approximately 25.88% and 11.75% of our revenues, respectively.

For the fiscal year ended

December 31, 2024, two large customers individually accounted for $18,654,928 and $1,683,325, or approximately 55.99% and 5.05% of our

revenues, respectively.

are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.

24 unchanged sentences

increases in our compensation costs, our business may materially suffer.

are highly dependent on our management team, specifically our Chief Executive Officer and Acting Chief Financial Officer, Danny Meeks.

While we have an employment

agreement with Danny Meeks, such employment agreement permits Mr.

are highly dependent on our management team, specifically our Chief Executive Officer, Danny Meeks.

While we have an employment agreement

with Danny Meeks, such employment agreement permits Mr.

Meeks to terminate such agreement upon notice.

If we lose key

employees, our business may suffer.

Furthermore, our future success will also depend in part on the continued service of our key

management personnel and our ability to identify, hire, and retain additional personnel.

We carry “key-man” life

insurance on the life of our executive officer.

We experience intense competition for qualified personnel and may be unable to

attract and retain the personnel necessary for the development of our business.

Because of this competition, our compensation costs

may increase significantly.

If we lose key employees, our

business may suffer.

Furthermore, our future success will also depend in part on the continued service of our key management personnel

and our ability to identify, hire, and retain additional personnel.

We carry “key-man” life insurance on the life of our

executive officer.

We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary

for the development of our business.

Because of this competition, our compensation costs may increase significantly.

may need to obtain additional financing to fund our operations.

57 unchanged sentences

and other countries relating to, among other matters:

Waste disposal;

Air emissions;

Waste water and storm water

management, treatment and discharge;

The use and treatment of

Soil and groundwater contamination

and remediation;

Climate change;

Generation, discharge,

storage, handling and disposal of hazardous materials and secondary materials;

Employee health and safety.

water and storm water management, treatment and discharge;

use and treatment of groundwater;

and groundwater contamination and remediation;

● Generation,

discharge, storage, handling and disposal of hazardous materials and secondary materials;

health and safety.

are also required to obtain environmental permits from governmental authorities for certain operations.

62 unchanged sentences

success of our business depends on our continued ability to use our existing tradename in order to increase our brand awareness.

unauthorized use or other misappropriation of any our brand names could diminish the value of our business which would have a material

unauthorized use or other misappropriation of any of our brand names could diminish the value of our business which would have a material

adverse effect on our financial condition and results of operation.

94 unchanged sentences

management controls a large block of our common stock that will allow them to control us.

of April 2, 2025, members of our management team beneficially own approximately 4.24% of our outstanding common stock.

Further, there

are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled by the Company’s Chairman and

Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal to 45% of the number of common shares

of June 12, 2026, members of our management team beneficially own approximately 2.67% of our outstanding common stock.

there are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled by the Company’s

Chairman and Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal to 45% of the number

of common shares outstanding.

a result, management may have the ability to control substantially all matters submitted to our stockholders for approval including:

Election and removal of

our directors;

Amendment of our Second

Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws;

Adoption of measures that

could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

and removal of our directors;

of our Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws;

of measures that could delay or prevent a change in control or impede a merger, takeover

or other business combination involving us.

addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to

3 unchanged sentences

are authorized to issue up to 1,200,000,000 shares of common stock, of which 829,631 shares of common stock are issued and outstanding

as of March 28, 2025.

as of December 31, 2025.

Further, there are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled

56 unchanged sentences

we are unable to satisfy the applicable continued listing requirements of Nasdaq, our common stock could be delisted.

September 13, 2024, the Company received the Notice from Nasdaq notifying the Company that it was not in compliance with the Minimum

Bid Price Requirement, as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive

business days.

The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum

Bid Price Requirement.

March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement,

the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum

Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A).

If, at any time during this additional compliance period, the closing

bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will

provide written confirmation of compliance, and this matter will be closed.

If compliance cannot be demonstrated by September 8, 2025,

Nasdaq will provide written notification that the Company’s securities will be delisted.

At that time, the Company may appeal Nasdaq’s

determination to a Nasdaq Hearings Panel.

Company is currently monitoring the closing bid price of its common stock and will consider available options, including a reverse stock

split, if appropriate, to regain compliance with the Minimum Bid Price Requirement by September 8, 2025.

There can be no assurance that

the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with other listing

requirements of the Nasdaq Capital Market.

Although we anticipate complying with Nasdaq’s Listing Rules going forward, there can

be no assurance that we will be able to meet continued listing requirements in the future.

In determining whether to afford a company

a cure period prior to commencing suspension or delisting procedures, Nasdaq analyzes all relevant facts including any past deficiencies,

and thus our prior deficiencies could be used as a factor by Nasdaq in any future decision to delist our securities from trading on its

our common stock is delisted, it could reduce the price of our common stock and the levels of liquidity available to our stockholders.

On April 20, 2026, the Company received a letter from

the Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed the 2025 Form 10-K with the SEC,

Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Listing Rule 5250(c)(1).

informed the Company that is has 60 calendar days to submit a plan to regain compliance with the Listing Rule 5250(c)(1).

accepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the

2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.

Our common stock is listed on the Nasdaq Capital Market.

Although we have met the minimum initial listing standards set forth in the Nasdaq rules, we cannot assure you that our securities will

be, or will continue to be, listed on the Nasdaq in the future.

In order to continue listing our securities on Nasdaq, we must maintain

certain financial, distribution and stock price levels.

Generally, among other requirements, we must maintain a minimum bid price of our

common stock (generally, $1.00) minimum amount in stockholders’ equity (generally, $2,500,000), maintain a minimum number of holders

of our securities (generally, 300 public holders), and must timely file all required periodic financial reports with the SEC.

If Nasdaq delists our securities from trading on its

exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted

on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including, but not limited

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

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

a limited amount of news and analyst coverage;

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

our common stock is delisted, it could reduce the price of our common stock.

In addition, the delisting of our common stock could materially adversely affect our access to the capital markets and any limitation

2 unchanged sentences

employees, the loss of institutional investor interest and fewer business development opportunities.

to the recent implementation of the Reverse Stock Split, the liquidity of our common stock may be adversely effected.

to the implementation of reverse stock splits, the liquidity of our common stock may be adversely effected.

conducted a one-for-one hundred fifty (1:150) reverse stock split of our common stock that we effectuated with an effective time of

Eastern Time on May 31, 2024 (the “Reverse Stock Split”).

Our common stock began trading on Nasdaq on a split-adjusted

basis beginning at the open of the market on June 3, 2024.

The liquidity of the shares of our common stock may be affected adversely

by any reverse stock split given the reduced number of shares of our common stock that are outstanding following the Reverse Stock Split,

especially if the market price of our common stock does not increase as a result of the Reverse Stock Split.

Following the Reverse Stock

Split, the resulting market price of our common stock may not attract new investors and may not satisfy the investing requirements of

those investors.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest,

there can be no assurance that the Reverse Stock Split resulted in a share price that will attract new investors, including institutional

In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of

those investors.

As a result, the trading liquidity of our common stock may not necessarily improve.

Eastern Time on May 31, 2024 (the “2024 Reverse Stock Split”) and a one-for-one hundred and ten (1:110) reverse stock split of our common stock that was effectuated with an effective

time of 5:00 p.m., eastern time, on August 22, 2025 (the “2025 Reverse Stock Split” and together with the 2024 Reverse Stock

Split, the “Reverse Stock Splits”) Our common stock began trading on Nasdaq on a

split-adjusted basis beginning at the open of the market on June 3, 2024 and August 25, 2025, respectively.

The liquidity of the shares of our common stock may be

affected adversely by any reverse stock split given the reduced number of shares of our common stock that are outstanding following

the Reverse Stock Splits, especially if the market price of our common stock does not increase as a result of the Reverse Stock

Following the Reverse Stock Splits, the resulting market price of our common stock may not attract new investors and may not

satisfy the investing requirements of those investors.

Although we believe that a higher market price of our common stock may help

generate greater or broader investor interest, there can be no assurance that the Reverse Stock Splits resulted in a share price that

will attract new investors, including institutional investors.

In addition, there can be no assurance that the market price of our

common stock will satisfy the investing requirements of those investors.

As a result, the trading liquidity of our common stock may

not necessarily improve.

In September 2024, the Company received the Notice

from Nasdaq notifying the Company that it was not in compliance with the Minimum Bid Price Requirement, as the closing bid price of the

Company’s common stock had been below $1.00 per share for 30 consecutive business days.

In September 2025, following the 2025 Reverse

Stock Split, the Company received formal notice from the Staff of the Listing Qualifications Department of Nasdaq that the Company had

regained compliance with the Minimum Bid Price Requirement and that the listing matter was closed.

In January 2025, the SEC approved amendments to Nasdaq

Listing Rule 5810(c)(3)(A) that restrict the ability of listed companies to use reverse stock splits as a compliance tool.

Under the amended

rules, if a company effects a reverse stock split and subsequently fails to maintain the minimum bid price requirement within one year,

the company will not be eligible for any compliance period and Nasdaq will issue a delisting determination.

In addition, companies that

effect reverse stock splits with a cumulative ratio of 250-to-1 or greater over any two-year period are subject to immediate delisting

without a compliance period.

Thus, if the Company’s stock price subsequently falls below $1.00 for 30 consecutive trading days within

one year of its most recent reverse stock split, a subsequent reverse stock split may not result in sustained compliance with the minimum

bid price requirement, and the amended Nasdaq rules may preclude the Company from relying on an additional compliance period if its stock

price were to subsequently fall below Minimum Bid Price Requirement within one year of such reverse split.

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