What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-04-14 compared with 2021-04-06 · 578 added, 587 removed, 75 unchanged (94% of the section changed)

Risks Related to Our Business

A pandemic, epidemic or outbreak

of an infectious disease in the markets in which we operate or that otherwise impacts our facilities or suppliers could

adversely impact our business.

If a pandemic,

epidemic, or outbreak of an infectious disease including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19)

first identified in Wuhan, Hubei Province, China, or other public health crisis were to affect our markets or facilities, our business

could be adversely affected.

Consequences of the coronavirus outbreak are resulting in disruptions in or restrictions on our ability

If such an infectious disease broke out at our office, facilities or work sites, our operations may be affected significantly,

our productivity may be affected, our ability to complete projects in accordance with our contractual obligations may be affected,

and we may incur increased labor and materials costs.

If the customers with which we contract are affected by an outbreak of infectious

disease, service work may be delayed or cancelled, and we may incur increased labor and materials costs.

If our subcontractors

with whom we work were affected by an outbreak of infectious disease, our labor supply may be affected and we may incur increased

In addition, we may experience difficulties with certain suppliers or with vendors in their supply chains, and our

business could be affected if we become unable to procure essential equipment, supplies or services in adequate quantities and

at acceptable prices.

Further, infectious outbreak may cause disruption to the U.S.

economy, or the local economies of the markets

in which we operate, cause shortages of materials, increase costs associated with obtaining materials, affect job growth and consumer

confidence, or cause economic changes that we cannot anticipate.

Overall, the potential impact of a pandemic, epidemic or outbreak

of an infectious disease with respect to our market or our facilities is difficult to predict and could adversely impact our business.

In response to the COVID-19 situation, federal, state and local governments (or other governments or bodies) are considering placing,

or have placed, restrictions on travel and conducting or operating business activities.

At this time those restrictions are very

fluid and evolving.

A pandemic, epidemic or outbreak of an infectious

disease in the markets in which we operate or that otherwise impacts our facilities or suppliers could adversely impact our

If a pandemic, epidemic, or outbreak of an infectious

disease including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19) first identified in Wuhan,

Hubei Province, China, or other public health crisis were to affect our markets or facilities, our business could be adversely affected.

Consequences of the coronavirus outbreak are resulting in disruptions in or restrictions on our ability to travel.

If such an infectious

disease broke out at our office, facilities or work sites, our operations may be affected significantly, our productivity may be affected,

our ability to complete projects in accordance with our contractual obligations may be affected, and we may incur increased labor and

materials costs.

If the customers with which we contract are affected by an outbreak of infectious disease, service work may be delayed

or cancelled, and we may incur increased labor and materials costs.

If our subcontractors with whom we work were affected by an outbreak

of infectious disease, our labor supply may be affected and we may incur increased labor costs.

In addition, we may experience difficulties

with certain suppliers or with vendors in their supply chains, and our business could be affected if we become unable to procure essential

equipment, supplies or services in adequate quantities and at acceptable prices.

Further, infectious outbreak may cause disruption to

economy, or the local economies of the markets in which we operate, cause shortages of materials, increase costs associated with

obtaining materials, affect job growth and consumer confidence, or cause economic changes that we cannot anticipate.

Overall, the potential

impact of a pandemic, epidemic or outbreak of an infectious disease with respect to our market or our facilities is difficult to predict

and could adversely impact our business.

In response to the COVID-19 situation, federal, state and local governments (or other governments

or bodies) are considering placing, or have placed, restrictions on travel and conducting or operating business activities.

those restrictions are very fluid and evolving.

We have been and will continue to be impacted by those restrictions.

Given that the type, degree and length

of such restrictions are not known at this time, we cannot predict the overall impact of such restrictions on us, our customers,

our subcontractors and supply chain, others that we work with or the overall economic environment.

Given that the type,

degree and length of such restrictions are not known at this time, we cannot predict the overall impact of such restrictions on us, our

customers, our subcontractors and supply chain, others that we work with or the overall economic environment.

As such, the impact

these restrictions may have on our financial position, operating results and liquidity cannot be reasonably estimated at this time,

but the impact may be material .

In addition, due to the speed with which the COVID-19

situation is developing and evolving, there is uncertainty around its ultimate impact on public health, business operations and

the overall economy;

therefore, the negative impact on our financial position, operating results and liquidity cannot be reasonably

estimated at this time, but the impact may be material.

Because of our continued losses,

there is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our financial statements as of and for

the years ended December 31, 2019 and 2020 were prepared assuming that we would continue as a going concern.

Our significant cumulative

losses from operations as of December 31, 2020, raised substantial doubt about our ability to continue as a going concern.

going-concern assumption were not appropriate for our financial statements, then adjustments would be necessary to the carrying

values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.

Since December

31, 2020, we have continued to experience losses from operations.

We have continued to fund operations primarily through the sale

of equity securities.

Nevertheless, we will require additional funding to complete much of our planned operations.

to continue as a going concern is subject to our ability to generate a profit (i.e.

through partnerships such as our current partnership

with Aingura) and/or obtain necessary additional funding from outside sources, including obtaining additional funding from the

sale of our securities.

Except for potential proceeds from the sale of equity in offerings by us and minimal revenues, we have

no other source for additional funding.

Our continued net operating losses and stockholders’

deficiency increase the difficulty

in meeting such goals and there can be no assurances that such methods will prove successful.

We have debt which is secured by

all our assets.

If there is an occurrence of an uncured event of default, the lenders can foreclose on all our assets, which would

make any stock in the Company worthless.

We have entered into several secured loan

transactions with investors (as disclosed herein), pursuant to which the outstanding debt was secured by all our assets.

event we are unable to make payments, when due, on our secured debt, the lenders may foreclose on all our assets.

the lenders foreclose on our assets, any stock in the Company would have no value.

Our ability to make payments on secured debt,

when due, will depend upon our ability to make profit from operations and to raise additional funds through equity or debt financings.

At the moment, we have no funding commitments that have not been previously disclosed, and we may not obtain any in the future.

Our future success is dependent upon

the success of partnerships with other similarly-situated entities.

Effective March 18, 2020, we entered into

the Collaboration Agreement with Aingura IIoT, S.L.

Aingura ”) pursuant to which Aingura appointed and authorized

us to act as the sales network of Aingura’s services and products.

Aingura delivers engineered, high-tech solutions

by implementing Smart Factory Operational Architectures.

these restrictions may have on our financial position, operating results and liquidity cannot be reasonably estimated at this time, but

the impact may be material.

In addition, due to the speed with which the COVID-19 situation is developing and evolving, there is

uncertainty around its ultimate impact on public health, business operations and the overall economy;

therefore, the negative impact on

our financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact may be material.

Escalating global tensions, including the

conflict between Russia and Ukraine, could negatively impact us.

The ongoing conflict between Russia and Ukraine

could lead to disruption, instability and volatility in global markets and industries that could negatively impact our operations.

government and other governments in jurisdictions in which we operate have imposed severe sanctions and export controls against Russia

and Russian interests and threatened additional sanctions and controls.

The impact of these measures, as well as potential responses to

them by Russia, is currently unknown and they could adversely affect our business, partners or customers.

Because of our continued losses, there is

substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our financial statements as of and for the years

ended December 31, 2021 and 2020 were prepared assuming that we would continue as a going concern.

Our significant cumulative losses from

operations as of December 31, 2021, raised substantial doubt about our ability to continue as a going concern.

If the going-concern assumption

were not appropriate for our financial statements, then adjustments would be necessary to the carrying values of the assets and liabilities,

the reported revenues and expenses, and the balance sheet classifications used.

Since December 31, 2021, we have continued to experience

losses from operations.

We have continued to fund operations primarily through the sales of equity securities.

Nevertheless, we will require

additional funding to complete much of our planned operations.

Our ability to continue as a going concern is subject to our ability to

generate a profit (i.e.

through partnerships such as our current partnership with Aingura) and/or obtain necessary additional funding

from outside sources, including obtaining additional funding from the sale of our securities.

Except for potential proceeds from the sale

of equity in offerings by us and minimal revenues, we have no other source for additional funding.

Our continued net operating losses

and stockholders’ deficiency increase the difficulty in meeting such goals and there can be no assurances that such methods will

prove successful.

We have debt which is secured by all our

If there is an occurrence of an uncured event of default, the lenders can foreclose on all our assets, which would make any stock

in the Company worthless.

We have entered into several secured loan transactions

with investors (as disclosed herein), pursuant to which the outstanding debt was secured by all our assets.

In the event we are unable

to make payments, when due, on our secured debt, the lenders may foreclose on all our assets.

In the event the lenders foreclose on our

assets, any stock in the Company would have no value.

Our ability to make payments on secured debt, when due, will depend upon our ability

to make profit from operations and to raise additional funds through equity or debt financings.

At the moment, we have no funding commitments

that have not been previously disclosed, and we may not obtain any in the future.

Our future success is dependent upon the

success of partnerships with other similarly-situated entities.

Effective March 18, 2020, we entered into the

Collaboration Agreement with Aingura IIoT, S.L.

(“ Aingura ”) pursuant to which Aingura appointed and authorized us to

act as the sales network of Aingura’s services and products.

Aingura delivers engineered, high-tech solutions by implementing

Smart Factory Operational Architectures.

The agreement has an initial term of one year from the execution date.

Unless terminated prior, the agreement automatically renews for successive annual periods, unless either party notifies the other

in writing of its express intention not to renew the agreement at least two months prior to the date of termination of the agreement.

There are restrictive provisions in the agreement that may prevent us from pursuing other business opportunities during the term

of the agreement.

In addition, if we are unable to make sales under the agreement, we will not collect any sales commissions and

our business could fail.

Most of our sales have historically

come from a small number of customers and a reduction in demand or loss of one or more of our significant customers would adversely

affect our business.

Historically, we have been dependent on

a small number of direct customers for most of our business, revenue and results of operations.

In the past, we had contracts with

customers in the civil infrastructure sector, and the pharmaceutical sector.

Our prior customers constituted a state government

and a large pharmaceutical company.

Unless terminated prior,

the agreement automatically renews for successive annual periods, unless either party notifies the other in writing of its express intention

not to renew the agreement at least two months prior to the date of termination of the agreement.

There are restrictive provisions in

the agreement that may prevent us from pursuing other business opportunities during the term of the agreement.

In addition, if we are

unable to make sales under the agreement, we will not collect any sales commissions and our business could fail.

Most of our sales have historically come

from a small number of customers and a reduction in demand or loss of one or more of our significant customers would adversely affect

our business.

Historically, we have been dependent on a small

number of direct customers for most of our business, revenue and results of operations.

In the past, we had contracts with customers in

the civil infrastructure sector, and the pharmaceutical sector.

Our prior customers constituted a state government and a large pharmaceutical

Historically, those customers generated all our revenue.

We expect to continue to experience

significant customer concentration in future periods.

This customer concentration increases the

risk of quarterly fluctuations in our operating results and sensitivity to any material, adverse developments experienced by our

significant customers.

In the past, although our relationships with our major customers was good, we generally did not have long-term

contracts with any of them, which is typical of our industry.

In the future, the loss of, or any substantial reduction in sales

to, any of our major direct or end customers could have a material adverse effect on our business, financial condition and results

of operations.

We expect to continue to experience significant customer concentration

in future periods.

This customer concentration increases the risk

of quarterly fluctuations in our operating results and sensitivity to any material, adverse developments experienced by our significant

In the past, although our relationships with our major customers was good, we generally did not have long-term contracts with

any of them, which is typical of our industry.

In the future, the loss of, or any substantial reduction in sales to, any of our major

direct or end customers could have a material adverse effect on our business, financial condition and results of operations.

Our operating subsidiaries have limited

operating history and have generated very limited revenues thus far.

The limited operating history of OXYS and

HereLab in the IIoT field, makes evaluating our business and future prospects difficult.

OXYS was incorporated on August 4, 2016

and HereLab was incorporated on February 27, 2017.

We have not yet generated substantial income from OXYS or HereLab’s operations

and we only anticipate doing so if we are able to successfully implement our business plan.

To date, we have generated approximately

$448,365in sales from business operations, none of which was generated from HereLab in 2019 or 2020 as we focused solely on OXYS

during those years.

We intend in the longer term to derive further revenues from partnerships, consulting services, product sales,

and software licensing.

The limited operating history of OXYS and HereLab

in the IIoT field, makes evaluating our business and future prospects difficult.

OXYS was incorporated on August 4, 2016 and HereLab was

incorporated on February 27, 2017.

We have not yet generated substantial income from OXYS or HereLab’s operations and we only anticipate

doing so if we are able to successfully implement our business plan.

To date, we have generated approximately $459,645 in sales from business

operations, none of which was generated from HereLab in 2019 through 2021, as we focused solely on OXYS from 2019 through 2021 and plan

on continuing to do so in 2022.

We intend in the longer term to derive further revenues from partnerships, consulting services, product

sales, and software licensing.

Development of our services, products, and software will require significant investment prior to commercial

introduction, and we may never be able to successfully develop or commercialize the services, products, or software in a material

We will require additional funding

to develop and commercialize our services, products, and software.

If we are unable to secure additional financing on acceptable

terms, or at all, we may be forced to modify our current business plan or to curtail or cease our planned operations.

introduction, and we may never be able to successfully develop or commercialize the services, products, or software in a material way.

We will require additional funding to develop

and commercialize our services, products, and software.

If we are unable to secure additional financing on acceptable terms, or at all,

we may be forced to modify our current business plan or to curtail or cease our planned operations.

We anticipate incurring significant operating

losses and using significant funds for product development and operating activities.

Our existing cash resources are insufficient

to finance even our immediate operations.

Accordingly, we will need to secure additional sources of capital to develop our business

and product candidates, as planned.

We intend to seek substantial additional financing through public and/or private financing,

which may include equity and/or debt financings, and through other arrangements, including collaborative arrangements.

of such efforts, we may seek loans from certain of our executive officers, directors and/or current shareholders.

Our existing cash resources are insufficient to finance

even our immediate operations.

Accordingly, we will need to secure additional sources of capital to develop our business and product candidates,

We intend to seek substantial additional financing through public and/or private financing, which may include equity and/or

debt financings, and through other arrangements, including collaborative arrangements.

As part of such efforts, we may seek loans from

certain of our executive officers, directors and/or current shareholders.

If we are unable to secure additional financing

5 unchanged sentences

cease our operations.

If we are forced to take any of these steps

our Common Stock may be worthless.

Any future financing may result in

ownership dilution to our existing shareholders and may grant rights to investors more favorable than the rights currently held

by our existing shareholders.

If we raise additional capital by issuing

equity, equity-related or convertible securities, the economic, voting and other rights of our existing shareholders may be diluted,

and those newly-issued securities may be issued at prices that are at a significant discount to current and/or then prevailing

market prices.

In addition, any such newly issued securities may have rights superior to those of our common stock.

additional capital through collaborative arrangements, we may be required to relinquish greater rights to our technologies or product

candidates than we might otherwise have or become subject to restrictive covenants that may affect our business.

Uncertain global economic conditions

could materially adversely affect our business and results of operations.

Our operations and performance are sensitive

to fluctuations in general economic conditions, both in the U.S.

If we are forced to take any of these steps our

Common Stock may be worthless.

Any future financing may result in ownership

dilution to our existing shareholders and may grant rights to investors more favorable than the rights currently held by our existing

shareholders.

If we raise additional capital by issuing equity,

equity-related or convertible securities, the economic, voting and other rights of our existing shareholders may be diluted, and those

newly-issued securities may be issued at prices that are at a significant discount to current and/or then prevailing market prices.

addition, any such newly issued securities may have rights superior to those of our common stock.

If we obtain additional capital through

collaborative arrangements, we may be required to relinquish greater rights to our technologies or product candidates than we might otherwise

have or become subject to restrictive covenants that may affect our business.

Uncertain global economic conditions could

materially adversely affect our business and results of operations.

Our operations and performance are sensitive to

fluctuations in general economic conditions, both in the U.S.

and globally.

The ongoing uncertainty created by the COVID-19

pandemic, volatile currency markets, the anticipated weakness in all sectors, alone or in combination, may continue to have a material

adverse effect on our net sales and the financial results of our operations.

In addition, we remain concerned about the geopolitical

and fiscal instability in the Middle East and some emerging markets as well as the continued volatility of the equity markets.

The recent U.S.

election may also create additional domestic and global economic uncertainty.

These factors could have a material

adverse effect on the spending patterns of businesses including our current and potential customers which could have a material

adverse effect on our net sales and our results of operations.

Other factors that could adversely influence demand for our products

include unemployment, labor and healthcare costs, access to credit, consumer and business confidence, and other macroeconomic factors

that could have a negative impact on capital investment and spending behavior.

The ongoing uncertainty created by the COVID-19 pandemic,

volatile currency markets, the anticipated weakness in all sectors, alone or in combination, may continue to have a material adverse effect

on our net sales and the financial results of our operations.

In addition, we remain concerned about the geopolitical and fiscal instability

in the Middle East and some emerging markets as well as the continued volatility of the equity markets.

The upcoming U.S.

also create additional domestic and global economic uncertainty.

These factors could have a material adverse effect on the spending patterns

of businesses including our current and potential customers which could have a material adverse effect on our net sales and our results

of operations.

Other factors that could adversely influence demand for our products include unemployment, labor and healthcare costs,

access to credit, consumer and business confidence, and other macroeconomic factors that could have a negative impact on capital investment

and spending behavior.

We are subject to various risks associated

with international operations and foreign economies.

Our international sales are subject to

inherent risks, including:

Our international sales are subject to inherent

risks, including:

global pandemics such as the COVID-19 pandemic;

the impact of conflict between the Russian Federation and Ukraine on our operations;

geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally;

fluctuations in foreign currencies relative to the U.S.

11 unchanged sentences

the burdens of complying with a wide variety of foreign laws.

Moreover, there can be no assurance that

our international sales will continue at existing levels or grow in accordance with our efforts to increase foreign market penetration.

In many foreign countries, particularly

in those with developing economies, it is common to engage in business practices that are prohibited by U.S.

regulations applicable

to us such as the Foreign Corrupt Practices Act.

Although we have policies and procedures designed to ensure compliance with these

laws, there can be no assurance that all of our employees, contractors and agents, including those based in or from countries where

practices which violate such U.S.

Moreover, there can be no assurance that our international

sales will continue at existing levels or grow in accordance with our efforts to increase foreign market penetration.

In many foreign countries, particularly in those

with developing economies, it is common to engage in business practices that are prohibited by U.S.

regulations applicable to us such

as the Foreign Corrupt Practices Act.

Although we have policies and procedures designed to ensure compliance with these laws, there can

be no assurance that all of our employees, contractors and agents, including those based in or from countries where practices which violate

laws may be customary, will not take actions in violation of our policies.

Any violation of foreign

laws by our employees, contractors or agents, even if such violation is prohibited by our policies, could have a material

adverse effect on our business.

We must also comply with various import and export regulations.

The application of these various

regulations depends on the classification of our products which can change over time as such regulations are modified or interpreted.

As a result, even if we are currently in compliance with applicable regulations, there can be no assurance that we will not have

to incur additional costs or take additional compliance actions in the future.

Failure to comply with these regulations could result

in fines or termination of import and export privileges, which could have a material adverse effect on our operating results.

Additionally,

the regulatory environment in some countries is very restrictive as their governments try to protect their local economy and value

of their local currency against the U.S.

Any violation of foreign or U.S.

laws by our employees,

contractors or agents, even if such violation is prohibited by our policies, could have a material adverse effect on our business.

must also comply with various import and export regulations.

The application of these various regulations depends on the classification

of our products which can change over time as such regulations are modified or interpreted.

As a result, even if we are currently in compliance

with applicable regulations, there can be no assurance that we will not have to incur additional costs or take additional compliance actions

in the future.

Failure to comply with these regulations could result in fines or termination of import and export privileges, which could

have a material adverse effect on our operating results.

Additionally, the regulatory environment in some countries is very restrictive

as their governments try to protect their local economy and value of their local currency against the U.S.

Any future product revenues are dependent

on certain industries, and contractions in these industries could have a material adverse effect on our results of operations.

Sales of our products are dependent on

customers in certain industries.

As we have experienced in the past, and as we may continue to experience in the future, downturns

characterized by diminished product demand in any one or more of these industries may result in decreased sales and a material

adverse effect on our operating results.

Sales of our products are dependent on customers

in certain industries.

As we have experienced in the past, and as we may continue to experience in the future, downturns characterized

by diminished product demand in any one or more of these industries may result in decreased sales and a material adverse effect on our

operating results.

We cannot predict when and to what degree contractions in these industries may occur;

however, any sharp or prolonged contraction in one or more of these industries could have a material adverse effect on our business

and results of operations.

however, any sharp or prolonged

contraction in one or more of these industries could have a material adverse effect on our business and results of operations.

We intend to make significant investments

in new products that may not be successful or achieve expected returns.

We plan to continue to make significant

investments in research, development, and marketing for new and existing products and technologies.

These investments involve a

number of risks as the commercial success of such efforts depend on many factors, including our ability to anticipate and respond

to innovation, achieve the desired technological fit, and be effective with our marketing and distribution efforts.

If our existing

or potential customers do not perceive our latest product offerings as providing significant new functionality or value, or if

we are late to market with a new product or technology, we may not achieve our expected return on our investments or be able recover

the costs expended to develop new product offerings, which could have a material adverse effect on our operating results.

if our new products are profitable, our operating margins for new products may not be as high as the margins we have experienced

historically.

Our success depends on new product

introductions and market acceptance of our products.

The market for our products is characterized

by technological change, evolving industry standards, changes in customer needs and new product introductions, and is therefore

We plan to continue to make significant investments

in research, development, and marketing for new and existing products and technologies.

These investments involve a number of risks as

the commercial success of such efforts depend on many factors, including our ability to anticipate and respond to innovation, achieve

the desired technological fit, and be effective with our marketing and distribution efforts.

If our existing or potential customers do

not perceive our latest product offerings as providing significant new functionality or value, or if we are late to market with a new

product or technology, we may not achieve our expected return on our investments or be able recover the costs expended to develop new

product offerings, which could have a material adverse effect on our operating results.

Even if our new products are profitable, our operating

margins for new products may not be as high as the margins we have experienced historically.

Our success depends on new product introductions

and market acceptance of our products.

The market for our products is characterized by

technological change, evolving industry standards, changes in customer needs and frequent new product introductions, and is therefore

highly dependent upon timely product innovation.

Our success is dependent on our ability to successfully develop and introduce

new and enhanced products on a timely basis to replace declining revenues from older products, and on increasing penetration in

domestic and international markets.

Any significant delay in releasing new products could have a material adverse effect on the

ultimate success of a product and other related products and could impede continued sales of predecessor products, any of which

could have a material adverse effect on our operating results.

There can be no assurance that we will be able to introduce new

products, that our new products will achieve market acceptance or that any such acceptance will be sustained for any significant

Failure of our new products to achieve or sustain market acceptance could have a material adverse effect on our operating

Our reported financial results may

be adversely affected by changes in accounting principles generally accepted in the U.S.

We prepare our financial statements in

conformity with accounting principles generally accepted in the U.S.

These accounting principles are subject to interpretation

by the Financial Accounting Standards Board (“

FASB ”) and the Securities and Exchange Commission (the “

SEC ”).

A change in these policies or interpretations could have a significant effect on our reported financial results, may retroactively

affect previously reported results, could cause unexpected financial reporting fluctuations, and may require us to make costly

changes to our operational processes and accounting systems.

We operate in intensely competitive

Our success is dependent on our ability to successfully develop and introduce new and

enhanced products on a timely basis to replace declining revenues from older products, and on increasing penetration in domestic and international

Any significant delay in releasing new products could have a material adverse effect on the ultimate success of a product and

other related products and could impede continued sales of predecessor products, any of which could have a material adverse effect on

our operating results.

There can be no assurance that we will be able to introduce new products, that our new products will achieve market

acceptance or that any such acceptance will be sustained for any significant period.

Failure of our new products to achieve or sustain

market acceptance could have a material adverse effect on our operating results.

Our reported financial results may be adversely

affected by changes in accounting principles generally accepted in the U.S.

We prepare our financial statements in conformity

with accounting principles generally accepted in the U.S.

These accounting principles are subject to interpretation by the Financial Accounting

Standards Board (“ FASB ”) and the Securities and Exchange Commission.

A change in these policies or interpretations

could have a significant effect on our reported financial results, may retroactively affect previously reported results, could cause unexpected

financial reporting fluctuations, and may require us to make costly changes to our operational processes and accounting systems.

We operate in intensely competitive markets.

The markets in which we operate are characterized

by intense competition from numerous competitors, some of which are divisions of large corporations having far greater resources

than we have, and we may face further competition from new market entrants in the future.

Some examples of large and small competitors

include, but are not limited to:

by intense competition from numerous competitors, some of which are divisions of large corporations having far greater resources than

we have, and we may face further competition from new market entrants in the future.

Some examples of large and small competitors include,

but are not limited to:

General Electric with its GE Predix product for IoT;

3 unchanged sentences

FogHorn Systems;

Our financial results are subject

to fluctuations due to various factors that may adversely affect our business and result of operations.

Our operating results have fluctuated in

the past and may fluctuate significantly in the future due to several factors, including:

MachineSense.

Our financial results are subject to fluctuations

due to various factors that may adversely affect our business and result of operations.

Our operating results have fluctuated in the past

and may fluctuate significantly in the future due to several factors, including:

global pandemics such as the COVID-19 pandemic;

the impact of conflict between the Russian Federation and Ukraine on our operations;

geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally;

fluctuations in foreign currency exchange rates;

7 unchanged sentences

disruptions in transportation channels.

Any future acquisitions made by us

will be subject to several related costs and challenges that could have a material adverse effect on our business and results of

We plan to make more acquisitions in the

Achieving the anticipated benefits of an acquisition depends upon whether the integration of the acquired business, products

or technology is accomplished efficiently and effectively.

In addition, successful acquisitions generally require, among other

things, integration of product offerings, manufacturing operations and coordination of sales and marketing and R&D efforts.

These difficulties can become more challenging due to the need to coordinate geographically separated organizations, the complexities

of the technologies being integrated, and the necessities of integrating personnel with disparate business backgrounds and combining

different corporate cultures.

The integration of operations following an acquisition also requires the dedication of management

resources, which may distract attention from our day-to-day business and may disrupt key R&D, marketing or sales efforts.

inability to successfully integrate any of our acquisitions could harm our business.

The existing products previously sold by entities

we have acquired may be of a lesser quality than our products or could contain errors that produce incorrect results on which users

rely or cause failure or interruption of systems or processes that could subject us to liability claims that could have a material

adverse effect on our operating results or financial position.

Furthermore, products acquired in connection with acquisitions may

not gain acceptance in our markets, and we may not achieve the anticipated or desired benefits of such transactions.

We may experience component shortages

that may adversely affect our business and result of operations.

We have experienced difficulty in securing

certain types of high-power connectors for one of our projects and anticipate that supply shortages of components used in our products,

including limited source components, can result in significant additional costs and inefficiencies in manufacturing.

unsuccessful in resolving any such component shortages in a timely manner, we will experience a significant impact on the timing

of revenue, a possible loss of revenue, or an increase in manufacturing costs, any of which would have a material adverse impact

on our operating results.

We rely on management information

Any future acquisitions made by us will

be subject to several related costs and challenges that could have a material adverse effect on our business and results of operations.

We plan to make more acquisitions in the future.

Achieving the anticipated benefits of an acquisition depends upon whether the integration of the acquired business, products or technology

is accomplished efficiently and effectively.

In addition, successful acquisitions generally require, among other things, integration of

product offerings, manufacturing operations and coordination of sales and marketing and R&D efforts.

These difficulties can become

more challenging due to the need to coordinate geographically separated organizations, the complexities of the technologies being integrated,

and the necessities of integrating personnel with disparate business backgrounds and combining different corporate cultures.

The integration

of operations following an acquisition also requires the dedication of management resources, which may distract attention from our day-to-day

business and may disrupt key R&D, marketing or sales efforts.

Our inability to successfully integrate any of our acquisitions could

harm our business.

The existing products previously sold by entities we have acquired may be of a lesser quality than our products or

could contain errors that produce incorrect results on which users rely or cause failure or interruption of systems or processes that

could subject us to liability claims that could have a material adverse effect on our operating results or financial position.

products acquired in connection with acquisitions may not gain acceptance in our markets, and we may not achieve the anticipated or desired

benefits of such transactions.

We may experience component shortages that

may adversely affect our business and result of operations.

We have experienced difficulty in securing certain

types of high-power connectors for one of our projects and anticipate that supply shortages of components used in our products, including

limited source components, can result in significant additional costs and inefficiencies in manufacturing.

If we are unsuccessful in resolving

any such component shortages in a timely manner, we will experience a significant impact on the timing of revenue, a possible loss of

revenue, or an increase in manufacturing costs, any of which would have a material adverse impact on our operating results.

We rely on management information systems.

interruptions in our information technology systems or cyber-attacks on our systems could adversely affect our business.

We rely on the efficient and uninterrupted

operation of complex information technology systems and networks to operate our business.

We rely on a primary global center for

our management information systems and on multiple systems in branches not covered by our global center.

As with any information

system, unforeseen issues may arise that could affect our ability to receive adequate, accurate and timely financial information,

which in turn could inhibit effective and timely decisions.

Furthermore, it is possible that our global center for information

systems or our branch operations could experience a complete or partial shutdown.

A significant system or network disruption could

be the result of new system implementations, computer viruses, cyber-attacks, security breaches, facility issues or energy blackouts.

Threats to our information technology security can take a variety of forms and individuals or groups of hackers or sophisticated

organizations including state-sponsored organizations, may take steps that pose threats to our customers and our infrastructure.

If we were to experience a shutdown, disruption or attack, it would adversely impact our product shipments and net sales, as order

processing and product distribution are heavily dependent on our management information systems.

Such an interruption could also

result in a loss of our intellectual property or the release of sensitive competitive information or partner, customer or employee

personal data.

Any loss of such information could harm our competitive position, result in a loss of customer confidence, and cause

us to incur significant costs to remedy the damages caused by the disruptions or security breaches.

In addition, changing laws

and regulations governing our responsibility to safeguard private data could result in a significant increase in operating or capital

expenditures needed to comply with these new laws or regulations.

Accordingly, our operating results in such periods would be adversely

We are continually working to maintain

reliable systems to control costs and improve our ability to deliver our products in our markets worldwide.

Our efforts include,

but are not limited to the following:

firewalls, antivirus protection, patches, log monitors, routine backups with offsite retention

of storage media, system audits, data partitioning and routine password modifications.

Our internal information technology systems

environment continues to evolve and our business policies and internal security controls may not keep pace as new threats emerge.

No assurance can be given that our efforts to continue to enhance our systems will be successful.

We are subject to risks associated

with our website.

We devote resources to maintaining our

website, www.oxyscorp.com, as a key marketing, sales and support tool and expect to continue to do so in the future.

properly maintain our website may interrupt normal operations, including our ability to run and market our business which would

have a material adverse effect on our results of operations.

We rely on the efficient and uninterrupted operation

of complex information technology systems and networks to operate our business.

We rely on a primary global center for our management

information systems and on multiple systems in branches not covered by our global center.

As with any information system, unforeseen issues

may arise that could affect our ability to receive adequate, accurate and timely financial information, which in turn could inhibit effective

and timely decisions.

Furthermore, it is possible that our global center for information systems or our branch operations could experience

a complete or partial shutdown.

A significant system or network disruption could be the result of new system implementations, computer

viruses, cyber-attacks, security breaches, facility issues or energy blackouts.

Threats to our information technology security can take

a variety of forms and individuals or groups of hackers or sophisticated organizations including state-sponsored organizations, may take

steps that pose threats to our customers and our infrastructure.

If we were to experience a shutdown, disruption or attack, it would adversely

impact our product shipments and net sales, as order processing and product distribution are heavily dependent on our management information

Such an interruption could also result in a loss of our intellectual property or the release of sensitive competitive information

or partner, customer or employee personal data.

Any loss of such information could harm our competitive position, result in a loss of

customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches.

addition, changing laws and regulations governing our responsibility to safeguard private data could result in a significant increase

in operating or capital expenditures needed to comply with these new laws or regulations.

Accordingly, our operating results in such periods

would be adversely impacted.

We are continually working to maintain reliable

systems to control costs and improve our ability to deliver our products in our markets worldwide.

Our efforts include, but are not limited

to the following:

firewalls, antivirus protection, patches, log monitors, routine backups with offsite retention of storage media, system

audits, data partitioning and routine password modifications.

Our internal information technology systems environment continues to evolve,

and our business policies and internal security controls may not keep pace as new threats emerge.

No assurance can be given that our efforts

to continue to enhance our systems will be successful.

We are subject to risks associated with

We devote resources to maintaining our website,

www.oxyscorp.com, as a key marketing, sales and support tool and expect to continue to do so in the future.

Failure to properly maintain

our website may interrupt normal operations, including our ability to run and market our business which would have a material adverse

effect on our results of operations.

We host our website internally.

Any failure to successfully maintain

our website or any significant downtime or outages affecting our website could have a material adverse impact on our operating

Our products are complex and may

contain bugs or errors.

As has occurred in the past and as may

be expected to occur in the future, our new software products or new operating systems of third parties on which our products are

based often contain bugs or errors that can result in reduced sales or cause our support costs to increase, either of which could

have a material adverse impact on our operating results.

Compliance with sections 302 and

404 of the Sarbanes-Oxley Act of 2002 is costly and challenging.

Any failure to successfully maintain our website or any significant

downtime or outages affecting our website could have a material adverse impact on our operating results.

Our products are complex and may contain

bugs or errors.

As has occurred in the past and as may be expected

to occur in the future, our new software products or new operating systems of third parties on which our products are based often contain

bugs or errors that can result in reduced sales or cause our support costs to increase, either of which could have a material adverse

impact on our operating results.

Compliance with sections 302 and 404 of

the Sarbanes-Oxley Act of 2002 is costly and challenging.

As required by Section 302 of the Sarbanes-Oxley

Act of 2002, our periodic reports contain our management’s certification of adequate disclosure controls and procedures,

a report by our management on our internal control over financial reporting including an assessment of the effectiveness of our

internal control over financial reporting, and an attestation and report by our external auditors with respect to the effectiveness

of our internal control over financial reporting under Section 404.

While these assessments and reports have not revealed any material

weaknesses in our internal control over financial reporting, compliance with Sections 302 and 404 is required for each future fiscal

We expect that the ongoing compliance with Sections 302 and 404 will continue to be both very costly and very challenging

and there can be no assurance that material weaknesses will not be identified in future periods.

Any adverse results from such

ongoing compliance efforts could result in a loss of investor confidence in our financial reports and have an adverse effect on

our stock price.

Act of 2002, our periodic reports contain our management’s certification of adequate disclosure controls and procedures, a report

by our management on our internal control over financial reporting including an assessment of the effectiveness of our internal control

over financial reporting, and an attestation and report by our external auditors with respect to the effectiveness of our internal control

over financial reporting under Section 404.

While these assessments and reports have not revealed any material weaknesses in our internal

control over financial reporting, compliance with Sections 302 and 404 is required for each future fiscal year end.

We expect that the

ongoing compliance with Sections 302 and 404 will continue to be both very costly and very challenging and there can be no assurance that

material weaknesses will not be identified in future periods.

Any adverse results from such ongoing compliance efforts could result in

a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Our business depends on our proprietary

rights and we have been subject to intellectual property litigation.

Our success depends on our ability to obtain

and maintain patents and other proprietary rights relative to the technologies used in our principal products.

Despite our efforts

to protect our proprietary rights, unauthorized parties may have in the past infringed or violated certain of our intellectual

property rights.

We from time to time may engage in litigation to protect our intellectual property rights.

In monitoring and policing

our intellectual property rights, we may be required to spend significant resources.

We from time to time may be notified that

we are infringing certain patent or intellectual property rights of others.

There can be no assurance that any future intellectual

property dispute or litigation will not result in significant expense, liability, injunction against the sale of some of our products,

and a diversion of management’s attention, any of which may have a material adverse effect on our operating results.

We are subject to the risk of product

liability claims.

Our success depends on our ability to obtain and

maintain patents and other proprietary rights relative to the technologies used in our principal products.

Despite our efforts to protect

our proprietary rights, unauthorized parties may have in the past infringed or violated certain of our intellectual property rights.

from time to time may engage in litigation to protect our intellectual property rights.

In monitoring and policing our intellectual property

rights, we may be required to spend significant resources.

We from time to time may be notified that we are infringing certain patent

or intellectual property rights of others.

There can be no assurance that any future intellectual property dispute or litigation will

not result in significant expense, liability, injunction against the sale of some of our products, and a diversion of management’s

attention, any of which may have a material adverse effect on our operating results.

We are subject to the risk of product liability

Our products are designed to provide information

upon which users may rely.

Our products are also used in “real time”

applications requiring extremely rapid and continuous

Our products are also used in “real time” applications requiring extremely rapid and continuous

processing and constant feedback.

1 unchanged sentence

could result in economic damage, bodily harm or property damage.

We attempt to assure the quality and accuracy of the processes

contained in our products, and to limit our product liability exposure through contractual limitations on liability, limited warranties,

express disclaimers and warnings as well as disclaimers contained in our “shrink wrap”

and electronically displayed

license agreements with end-users.

If our products contain errors that produce incorrect results on which users rely or cause failure

or interruption of systems or processes, customer acceptance of our products could be adversely affected.

Further, we could be

subject to liability claims that could have a material adverse effect on our operating results or financial position.

we maintain liability insurance for product liability matters, there can be no assurance that such insurance or the contractual

limitations used by us to limit our liability will be sufficient to cover or limit any claims which may occur.

Each of our current product candidates

and services is in an early stage of development and we may never succeed in developing and/or commercializing them.

unable to commercialize our services, products, or software, or if we experience significant delays in doing so, our business may

We intend to invest a significant portion

of our efforts and financial resources in our software and we will depend heavily on its success.

This software is currently in

the beta stage of development.

We need to devote significant additional research and development, financial resources and personnel

to develop additional commercially viable products, establish intellectual property rights, if necessary, and establish a sales

and marketing infrastructure.

We are likely to encounter hurdles and unexpected issues as we proceed in the development of our

software and our other product candidates.

There are many reasons that we may not succeed in our efforts to develop our product

candidates, including the possibility that our product candidates will be deemed undesirable;

our product candidates will be too

expensive to develop or market or will not achieve broad market acceptance;

others will hold proprietary rights that will prevent

us from marketing our product candidates;

or our competitors will market products that are perceived as equivalent or superior.

We depend on third parties to assist

us in the development of our software and other product candidates, and any failure of those parties to fulfill their obligations

could result in costs and delays and prevent us from successfully commercializing our software and product candidates on a timely

basis, if at all.

We may engage consultants and other third

parties to help our software and product candidates.

We may face delays in our commercialization efforts if these parties do not

perform their obligations in a timely or competent fashion or if we are forced to change service providers.

Any third parties that

we hire may also provide services to our competitors, which could compromise the performance of their obligations to us.

third parties do not successfully carry out their duties or meet expected deadlines, the commercialization of our software and

product candidates may be extended, delayed or terminated or may otherwise prove to be unsuccessful.

Any delays or failures as

a result of the failure to perform by third parties would cause our development costs to increase, and we may not be able to commercialize

our product candidates.

In addition, we may not be able to establish or maintain relationships with these third parties on favorable

terms, if at all.

If we need to enter into replacement arrangements because a third party is not performing in accordance with

our expectations, we may not be able to do so without undue delays or considerable expenditures or at all.

The loss of or inability to retain

key personnel could materially adversely affect our operations.

Our management includes a select group

of experienced technology professionals, particularly Clifford Emmons, Karen McNemar, and Chandran Seshagiri, who will be instrumental

in the development of our software and product candidates.

The success of our operations will, in part, depend on the successful

continued involvement of these individuals.

If these individuals leave the employment of or engagement with us, OXYS, or HereLab,

then our ability to operate will be negatively impacted.

Although we have consulting agreements with these individuals, we do not

have any employment agreements with these parties and do not maintain any “key-man”

insurance for them.

We attempt to assure the quality and accuracy of the processes contained

in our products, and to limit our product liability exposure through contractual limitations on liability, limited warranties, express

disclaimers and warnings as well as disclaimers contained in our “shrink wrap” and electronically displayed license agreements

with end-users.

If our products contain errors that produce incorrect results on which users rely or cause failure or interruption of

systems or processes, customer acceptance of our products could be adversely affected.

Further, we could be subject to liability claims

that could have a material adverse effect on our operating results or financial position.

Although we maintain liability insurance for

product liability matters, there can be no assurance that such insurance or the contractual limitations used by us to limit our liability

will be sufficient to cover or limit any claims which may occur.

Each of our current product candidates and

services is in an early stage of development and we may never succeed in developing and/or commercializing them.

If we are unable to commercialize

our services, products, or software, or if we experience significant delays in doing so, our business may fail.

We intend to invest a significant portion of our

efforts and financial resources in our software and we will depend heavily on its success.

This software is currently in the beta stage

of development.

We need to devote significant additional research and development, financial resources and personnel to develop additional

commercially viable products, establish intellectual property rights, if necessary, and establish a sales and marketing infrastructure.

We are likely to encounter hurdles and unexpected issues as we proceed in the development of our software and our other product candidates.

There are many reasons that we may not succeed in our efforts to develop our product candidates, including the possibility that our product

candidates will be deemed undesirable;

our product candidates will be too expensive to develop or market or will not achieve broad market

others will hold proprietary rights that will prevent us from marketing our product candidates;

or our competitors will market

products that are perceived as equivalent or superior.

We depend on third parties to assist us

in the development of our software and other product candidates, and any failure of those parties to fulfill their obligations could result

in costs and delays and prevent us from successfully commercializing our software and product candidates on a timely basis, if at all.

We may engage consultants and other third parties

to help our software and product candidates.

We may face delays in our commercialization efforts if these parties do not perform their

obligations in a timely or competent fashion or if we are forced to change service providers.

Any third parties that we hire may also

provide services to our competitors, which could compromise the performance of their obligations to us.

If these third parties do not

successfully carry out their duties or meet expected deadlines, the commercialization of our software and product candidates may be extended,

delayed or terminated or may otherwise prove to be unsuccessful.

Any delays or failures as a result of the failure to perform by third

parties would cause our development costs to increase, and we may not be able to commercialize our product candidates.

In addition, we

may not be able to establish or maintain relationships with these third parties on favorable terms, if at all.

If we need to enter into

replacement arrangements because a third party is not performing in accordance with our expectations, we may not be able to do so without

undue delays or considerable expenditures or at all.

The loss of or inability to retain key personnel

could materially adversely affect our operations.

Our management includes a select group of experienced

technology professionals, particularly Clifford Emmons and Karen McNemar, who will be instrumental in the development of our software

and product candidates.

The success of our operations will, in part, depend on the successful continued involvement of these individuals.

If these individuals leave the employment of or engagement with us, OXYS, or HereLab, then our ability to operate will be negatively impacted.

Although we have consulting agreements with these individuals, we do not have any employment agreements with these parties and do not

maintain any “key-man” insurance for them.

Risks Related to Our Intellectual Property

Patents acquired by us may not be

valid or enforceable and may be challenged by third parties.

We do not intend to seek a legal opinion

or other independent verification that any patents issued or licensed to us would be held valid by a court or administrative body

or that we would be able to successfully enforce our patents against infringers, including our competitors.

The issuance of a patent

is not conclusive as to its validity or enforceability, and the validity and enforceability of a patent is susceptible to challenge

on numerous legal grounds.

Challenges raised in patent infringement litigation brought by or against us may result in determinations

that patents that have been issued or licensed to us or any patents that may be issued to us or our licensors in the future are

invalid, unenforceable or otherwise subject to limitations.

In the event of any such determinations, third parties may be able

to use the discoveries or technologies claimed in these patents without paying licensing fees or royalties to us, which could significantly

diminish the value of our intellectual property and our competitive advantage.

Even if our patents are held to be enforceable,

others may be able to design around our patents or develop products similar to our products that are not within the scope of any

of our patents.

In addition, enforcing any patents that

may be issued to us in the future against third parties may require significant expenditures regardless of the outcome of such

Our inability to enforce our patents against infringers and competitors may impair our ability to be competitive and could

have a material adverse effect on our business.

If we are not able to protect and

control our unpatented trade secrets, know-how and other technological innovation, we may suffer competitive harm.

We rely on unpatented technology, trade

secrets, confidential information and proprietary know-how to protect our technology and maintain any future competitive position,

especially when we do not believe that patent protection is appropriate or can be obtained.

Patents acquired by us may not be valid

or enforceable and may be challenged by third parties.

We do not intend to seek a legal opinion or other

independent verification that any patents issued or licensed to us would be held valid by a court or administrative body or that we would

be able to successfully enforce our patents against infringers, including our competitors.

The issuance of a patent is not conclusive

as to its validity or enforceability, and the validity and enforceability of a patent is susceptible to challenge on numerous legal grounds.

Challenges raised in patent infringement litigation brought by or against us may result in determinations that patents that have been

issued or licensed to us or any patents that may be issued to us or our licensors in the future are invalid, unenforceable or otherwise

subject to limitations.

In the event of any such determinations, third parties may be able to use the discoveries or technologies claimed

in these patents without paying licensing fees or royalties to us, which could significantly diminish the value of our intellectual property

and our competitive advantage.

Even if our patents are held to be enforceable, others may be able to design around our patents or develop

products similar to our products that are not within the scope of any of our patents.

In addition, enforcing any patents that may be

issued to us in the future against third parties may require significant expenditures regardless of the outcome of such efforts.

Our inability

to enforce our patents against infringers and competitors may impair our ability to be competitive and could have a material adverse effect

on our business.

If we are not able to protect and control

our unpatented trade secrets, know-how and other technological innovation, we may suffer competitive harm.

We rely on unpatented technology, trade secrets,

confidential information and proprietary know-how to protect our technology and maintain any future competitive position, especially when

we do not believe that patent protection is appropriate or can be obtained.

Trade secrets are difficult to protect.

In order to protect proprietary technology and processes, we rely in part on confidentiality and intellectual property assignment

agreements with our employees, consultants and others.

These agreements generally provide that the individual must keep confidential

and not disclose to other parties any confidential information developed or learned by the individual during the course of the

individual’s relationship with us except in limited circumstances.

These agreements generally also provide that we shall

own all inventions conceived by the individual in the course of rendering services to us.

These agreements may not effectively

prevent disclosure of confidential information or result in the effective assignment to us of intellectual property and may not

provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements.

In addition, others may independently discover trade secrets and proprietary information that have been licensed to us or that

we own, and in such case, we could not assert any trade secret rights against such party.

Enforcing a claim that a party illegally

obtained and is using trade secrets that have been licensed to us or that we own is difficult, expensive and time-consuming, and

the outcome is unpredictable.

In order to protect

proprietary technology and processes, we rely in part on confidentiality and intellectual property assignment agreements with our employees,

consultants and others.

These agreements generally provide that the individual must keep confidential and not disclose to other parties

any confidential information developed or learned by the individual during the course of the individual’s relationship with us except

in limited circumstances.

These agreements generally also provide that we shall own all inventions conceived by the individual in the

course of rendering services to us.

These agreements may not effectively prevent disclosure of confidential information or result in the

effective assignment to us of intellectual property and may not provide an adequate remedy in the event of unauthorized disclosure of

confidential information or other breaches of the agreements.

In addition, others may independently discover trade secrets and proprietary

information that have been licensed to us or that we own, and in such case, we could not assert any trade secret rights against such party.

Enforcing a claim that a party illegally obtained

and is using trade secrets that have been licensed to us or that we own is difficult, expensive and time-consuming, and the outcome is

unpredictable.

In addition, courts outside the United States may be less willing to protect trade secrets.

and time-consuming litigation could be necessary to seek to enforce and determine the scope of our proprietary rights, and failure

to obtain or maintain trade secret protection could have a material adverse effect on our business.

Moreover, some of our academic

institution licensors, collaborators and scientific advisors have rights to publish data and information to which we have rights.

If we cannot maintain the confidentiality of our technologies and other confidential information in connection with our collaborations,

our ability to protect our proprietary information or obtain patent protection in the future may be impaired, which could have

a material adverse effect on our business.

Costly and time-consuming litigation

could be necessary to seek to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret

protection could have a material adverse effect on our business.

Moreover, some of our academic institution licensors, collaborators and

scientific advisors have rights to publish data and information to which we have rights.

If we cannot maintain the confidentiality of

our technologies and other confidential information in connection with our collaborations, our ability to protect our proprietary information

or obtain patent protection in the future may be impaired, which could have a material adverse effect on our business.

Risks Related to Our Common Stock

The public trading market for our

common stock is volatile and will likely result in higher spreads in stock prices.

The public trading market for our common

stock is volatile and will likely result in higher spreads in stock prices.

Our common stock is trading in the over-the-counter

market and is quoted on the OTC Pink.

The over-the-counter market for securities has historically experienced extreme price and

volume fluctuations during certain periods.

These broad market fluctuations and other factors, such as our ability to implement

our business plan, as well as economic conditions and quarterly variations in our results of operations, may adversely affect the

market price of our common stock.

In addition, the spreads on stock traded through the over-the-counter market are generally unregulated

and higher than on stock exchanges, which means that the difference between the price at which shares could be purchased by investors

on the over-the-counter market compared to the price at which they could be subsequently sold would be greater than on these exchanges.

Significant spreads between the bid and asked prices of the stock could continue during any period in which a sufficient volume

of trading is unavailable or if the stock is quoted by an insignificant number of market makers.

We cannot ensure that our trading

volume will be sufficient to significantly reduce this spread, or that we will have sufficient market makers to affect this spread.

These higher spreads could adversely affect investors who purchase the shares at the higher price at which the shares are sold,

but subsequently sell the shares at the lower bid prices quoted by the brokers.

Unless the bid price for the stock increases and

exceeds the price paid for the shares by the investor, plus brokerage commissions or charges, shareholders could lose money on

For higher spreads such as those on over-the-counter stocks, this is likely a much greater percentage of the price of

the stock than for exchange listed stocks.

There is no assurance that at the time the shareholder wishes to sell the shares, the

bid price will have sufficiently increased to create a profit on the sale.

Because our shares are designated

as “penny stock”, broker-dealers will be less likely to trade in our stock due to, among other items, the requirements

for broker-dealers to disclose to investors the risks inherent in penny stocks and to make a determination that the investment

is suitable for the purchaser.

Our shares are designated as “penny

as defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “

Act ”), and thus may be more illiquid than shares not designated as penny stock.

The SEC has adopted rules which regulate

broker-dealer practices in connection with transactions in “penny stocks.”

Penny stocks are defined generally as:

equity securities with a price of less than $5.00 per share;

not traded on a “recognized”

national exchange;

issuers with net tangible assets less than $2,000,000, if the issuer has been in continuous operation for at least three years,

or $10,000,000, if in continuous operation for less than three years, or with average revenues of less than $6,000,000 for the

last three years.

The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by

the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer

and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s

account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the

purchaser’s written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level

of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules.

Since our securities

are subject to the penny stock rules, investors in the shares may find it more difficult to sell their shares.

Many brokers have

decided not to trade in penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers

willing to act as market makers in such securities is limited.

The reduction in the number of available market makers and other

broker-dealers willing to trade in penny stocks may limit the ability of purchasers in this offering to sell their stock in any

secondary market.

These penny stock regulations, and the restrictions imposed on the resale of penny stocks by these regulations,

could adversely affect our stock price.

Our Board of Directors can, without

shareholder approval, cause preferred stock to be issued on terms that adversely affect common shareholders.

Under our Articles of Incorporation, our

board of directors is authorized to issue up to 10,000,000 shares of preferred stock, of which 26,000 are issued and outstanding

as of the date of this Annual Report.

Also, our board of directors, without shareholder approval, may determine the price, rights,

preferences, privileges and restrictions, including voting rights, of those shares.

If our board of directors causes any additional

shares of preferred stock to be issued, the rights of the holders of our common stock could be adversely affected.

directors’

ability to determine the terms of preferred stock and to cause its issuance, while providing desirable flexibility

in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a

third party to acquire a majority of our outstanding voting stock.

Additional preferred shares issued by our board of directors

could include voting rights, or even additional super voting rights (above those pertaining to the Series A Super Voting Preferred

Stock), which could shift the ability to control our company to the holders of our preferred stock.

Additional preferred shares

could also have conversion rights into shares of our common stock at a discount to the market price of the common stock which could

negatively affect the market for our common stock.

In addition, preferred shares would have preference in the event of our liquidation,

which means that the holders of preferred shares would be entitled to receive the net assets of our company distributed in liquidation

before the common stock holders receive any distribution of the liquidated assets.

We have not paid, and do not intend

to pay in the near future, dividends on our common shares and therefore, unless our common stock appreciates in value, our shareholders

may not benefit from holding our common stock.

We have not paid any cash dividends on

our common stock since inception.

Therefore, any return on the investment made in our shares of common stock will likely be dependent

initially upon the shareholder’s ability to sell our common shares in the open market, at prices in excess of the amount

paid for our common shares and broker commissions on the sales.

Because we became public by means

of a reverse merger, we may not be able to attract the attention of brokerage firms.

Additional risks may exist because we became

public through a “reverse merger.”

Securities analysts of brokerage firms may not provide coverage of our company since

there is little incentive for brokerage firms to recommend the purchase of our common stock.

No assurance can be given that brokerage

firms will want to conduct secondary offerings on our behalf in the future.

Shares of our common stock that have

not been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth

in Rule 144(i) which apply to a former “shell company.”

Prior to the closing of the SEA, we were

deemed a “shell company”

under applicable SEC rules and regulations because we had no or nominal operations and either

no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash

equivalents and nominal other assets.

Pursuant to Rule 144 promulgated under the Securities Act sales of the securities of a former

shell company, such as us, under that rule are not permitted (i) until at least 12 months have elapsed from the date on which Form

10-type information reflecting our status as a non-shell company, is filed with the SEC and (ii) unless at the time of a proposed

sale, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and have filed all reports and other

materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other

than Form 8-K reports.

Without registration under the Securities Act, our shareholders will be forced to hold their shares of our

common stock for at least that 12-month period after the filing of the report on Form 8-K following the closing of the reverse

merger before they are eligible to sell those shares pursuant to Rule 144, and even after that 12-month period, sales may not be

made under Rule 144 unless we are in compliance with other requirements of Rule 144.

Further, it will be more difficult for us

to raise funding to support our operations through the sale of debt or equity securities unless we agree to register such securities

under the Securities Act, which could cause us to expend significant time and cash resources.

The lack of liquidity of our securities

as a result of the inability to sell under Rule 144 for a longer period of time than a non-former shell company could negatively

affect the market price of our securities.

We are an “emerging growth

company,”

and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,”

which could make our common stock less attractive to investors.

We are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging

growth company,”

we intend to take advantage of certain exemptions from various reporting requirements applicable to other

public companies but not to “emerging growth companies,”

including, but not limited to, not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an

“emerging growth company”

for up to five years, or until the earliest of (i) the last day of the first fiscal year

in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer”

in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates

exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which

we have issued more than $1 billion in non-convertible debt during the preceding three year period.

We cannot predict if investors

will find our common stock less attractive if we choose to rely on these exemptions.

If some investors find our common stock less

attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock

and our stock price may be more volatile.

The over-the-counter market for securities has historically experienced extreme price and volume

fluctuations during certain periods.

These broad market fluctuations and other factors, such as our ability to implement our business

plan, as well as economic conditions and quarterly variations in our results of operations, may adversely affect the market price of our

common stock.

In addition, the spreads on stock traded through the over-the-counter market are generally unregulated and higher than on

stock exchanges, which means that the difference between the price at which shares could be purchased by investors on the over-the-counter

market compared to the price at which they could be subsequently sold would be greater than on these exchanges.

Significant spreads between

the bid and asked prices of the stock could continue during any period in which a sufficient volume of trading is unavailable or if the

stock is quoted by an insignificant number of market makers.

We cannot ensure that our trading volume will be sufficient to significantly

reduce this spread, or that we will have sufficient market makers to affect this spread.

These higher spreads could adversely affect investors

who purchase the shares at the higher price at which the shares are sold, but subsequently sell the shares at the lower bid prices quoted

by the brokers.

Unless the bid price for the stock increases and exceeds the price paid for the shares by the investor, plus brokerage

commissions or charges, shareholders could lose money on the sale.

For higher spreads such as those on over-the-counter stocks, this is

likely a much greater percentage of the price of the stock than for exchange listed stocks.

There is no assurance that at the time the

shareholder wishes to sell the shares, the bid price will have sufficiently increased to create a profit on the sale.

Because our shares are designated as “penny

stock”, broker-dealers will be less likely to trade in our stock due to, among other items, the requirements for broker-dealers

to disclose to investors the risks inherent in penny stocks and to make a determination that the investment is suitable for the purchaser.

Our shares are designated as “penny stock”

as defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and

thus may be more illiquid than shares not designated as penny stock.

The SEC has adopted rules which regulate broker-dealer practices

in connection with transactions in “penny stocks.” Penny stocks are defined generally as:

non-Nasdaq equity securities with

a price of less than $5.00 per share;

not traded on a “recognized” national exchange;

or in issuers with net tangible assets

less than $2,000,000, if the issuer has been in continuous operation for at least three years, or $10,000,000, if in continuous operation

for less than three years, or with average revenues of less than $6,000,000 for the last three years.

The penny stock rules require a

broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with current bid and offer

quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements

showing the market value of each penny stock held in the customer’s account, to make a special written determination that the penny

stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure

requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject

to the penny stock rules.

Since our securities are subject to the penny stock rules, investors in the shares may find it more difficult

to sell their shares.

Many brokers have decided not to trade in penny stocks because of the requirements of the penny stock rules and,

as a result, the number of broker-dealers willing to act as market makers in such securities is limited.

The reduction in the number of

available market makers and other broker-dealers willing to trade in penny stocks may limit the ability of purchasers in this offering

to sell their stock in any secondary market.

These penny stock regulations, and the restrictions imposed on the resale of penny stocks

by these regulations, could adversely affect our stock price.

Our Board of Directors can, without shareholder

approval, cause preferred stock to be issued on terms that adversely affect common shareholders.

Under our Articles of Incorporation, our board

of directors is authorized to issue up to 10,000,000 shares of preferred stock, of which 26,238 are issued and outstanding as of the date

of this Annual Report.

Also, our board of directors, without shareholder approval, may determine the price, rights, preferences, privileges

and restrictions, including voting rights, of those shares.

If our board of directors causes any additional shares of preferred stock

to be issued, the rights of the holders of our common stock could be adversely affected.

Our board of directors’ ability to determine

the terms of preferred stock and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions

and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding

voting stock.

Additional preferred shares issued by our board of directors could include voting rights, or even additional super voting

rights (above those pertaining to the Series A Super Voting Preferred Stock), which could shift the ability to control our company to

the holders of our preferred stock.

Additional preferred shares could also have conversion rights into shares of our common stock at a

discount to the market price of the common stock which could negatively affect the market for our common stock.

In addition, preferred

shares would have preference in the event of our liquidation, which means that the holders of preferred shares would be entitled to receive

the net assets of our company distributed in liquidation before the common stock holders receive any distribution of the liquidated assets.

We have not paid, and do not intend to pay

in the near future, dividends on our common shares and therefore, unless our common stock appreciates in value, our shareholders may not

benefit from holding our common stock.

We have not paid any cash dividends on our common

stock since inception.

Therefore, any return on the investment made in our shares of common stock will likely be dependent initially upon

the shareholder’s ability to sell our common shares in the open market, at prices in excess of the amount paid for our common shares

and broker commissions on the sales.

Because we became public by means of a reverse

merger, we may not be able to attract the attention of brokerage firms.

Additional risks may exist because we became public

through a “reverse merger.” Securities analysts of brokerage firms may not provide coverage of our company since there is

little incentive for brokerage firms to recommend the purchase of our common stock.

No assurance can be given that brokerage firms will

want to conduct secondary offerings on our behalf in the future.

Shares of our common stock that have not

been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule

144(i) which apply to a former “shell company.”

Prior to the closing of the SEA, we were deemed

a “shell company” under applicable SEC rules and regulations because we had no or nominal operations and either no or nominal

assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal

other assets.

Pursuant to Rule 144 promulgated under the Securities Act sales of the securities of a former shell company, such as us,

under that rule are not permitted (i) until at least 12 months have elapsed from the date on which Form 10-type information reflecting

our status as a non-shell company, is filed with the SEC and (ii) unless at the time of a proposed sale, we are subject to the reporting

requirements of Section 13 or 15(d) of the Exchange Act and have filed all reports and other materials required to be filed by Section

13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports.

Without registration under

the Securities Act, our shareholders will be forced to hold their shares of our common stock for at least that 12-month period after the

filing of the report on Form 8-K following the closing of the reverse merger before they are eligible to sell those shares pursuant to

Rule 144, and even after that 12-month period, sales may not be made under Rule 144 unless we are in compliance with other requirements

Further, it will be more difficult for us to raise funding to support our operations through the sale of debt or equity securities

unless we agree to register such securities under the Securities Act, which could cause us to expend significant time and cash resources.

The lack of liquidity of our securities as a result of the inability to sell under Rule 144 for a longer period of time than a non-former

shell company could negatively affect the market price of our securities.

We are an “emerging growth company,”

and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could

make our common stock less attractive to investors.

We are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging growth

company,” we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies

but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

We could be an “emerging growth company” for

up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion,

(ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur

if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently

completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding

three year period.

We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions.

If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active

trading market for our common stock and our stock price may be more volatile.

Unresolved Staff Comments

1 unchanged sentence

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