What changed in this filing

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Item 1A. Risk Factors

2025-04-15 compared with 2024-04-01 · 185 added, 123 removed, 427 unchanged (42% of the section changed)

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establishing and maintaining broad market acceptance of our technology, solutions, services and platforms, and converting that acceptance into direct and indirect sources of revenue;

establishing and maintaining adoption of our technology, solutions, services and platforms in and on a variety of environments, experiences and types of devices;

establishing and maintaining adoption of our

technology, solutions, services and platforms in and on a variety of environments, experiences and types of devices;

timely and successfully developing new technologies, solutions, services and platform features, and increasing the functionality and features of our existing technologies, solutions, services and platform offerings;

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revenues of $15,503,251, cost of revenues of $12,088,944, operating expenses of $7,905,600, other income and expenses of $9,213,940 and

a net loss of ($3,940,827).

a net income of $4,722,647.

For the prior year ended December 31, 2023, we reported

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The United States Government’s dissolution or reduction of the

Lifeline Program or the elimination of “resellers” of these services would have a substantial adverse effect on our current

and planned business operations.

Considering there are approximately 7,300,000 current Lifeline users and approximately 38,000,000 eligible Lifeline customers (according to Universal Service Administrative Company, a governmental body that administers the “Universal Service Fund” of the FCC [“USAC”]), this would be a draconian move;

Lifeline Program or the elimination of “resellers” of these services will and has had a substantial adverse effect on our

current and planned business operations.

Considering there are

approximately 7,300,000 current Lifeline users and approximately 38,000,000 eligible Lifeline customers (according to Universal

Service Administrative Company, a governmental body that administers the “Universal Service Fund” of the

FCC [the “USF”]), this would be a

draconian move;

however, it is a possibility.

Federal or state governmental agencies could also significantly reduce or delay Lifeline reimbursement payments to Lifeline carriers, forcing Lifeline carriers to continue to provide minimum Lifeline services and at a reduced reimbursement rate.

Depending on any reimbursement reduction, a reduction would diminish earnings and could make Lifeline unprofitable.

The FCC established the Lifeline program in 1985 to ensure that qualifying low-income consumers could afford phone service and the opportunities and security it provides.

Congress supported and strengthened Lifeline in the Telecommunications Act of 1996, requiring that affordable service and advanced communications be available to low-income consumers across the country.

Federal or state governmental agencies could also significantly reduce or delay

Lifeline reimbursement payments to Lifeline carriers, forcing Lifeline carriers to continue to provide minimum Lifeline services and

at a reduced reimbursement rate.

Depending on any reimbursement reduction, a reduction would diminish earnings and could make

Lifeline unprofitable.

The FCC established the Lifeline program in 1985 to ensure that qualifying low-income consumers could afford

phone service and the opportunities and security it provides.

Congress supported and strengthened Lifeline in the Telecommunications

Act of 1996, requiring that affordable service and advanced communications be available to low-income consumers across the

Lifeline and ACP require several factors to be successful.

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Adequate equipment financing and available cash resources to pay up-front compensation payments (sometimes required) is critical to facilitate Lifeline, ACP, B2B and retail sales, and the lack of these resources would have a negative impact on our business.

The increase in the number of resellers of services and

products that we provide by any national carrier could saturate the markets and market segments of our targeted customers, which could

affect our business adversely.

The increase in the number of resellers

of services and products that we provide by any national carrier could saturate the markets and market segments of our targeted customers,

which could affect our business adversely.

Market saturation could occur when a national carrier

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not be available when needed or on terms attractive to us.

If adequate funds are not available, our plans to operate our business may

be adversely affected, and we could be required to curtail our activities significantly and/or cease operations.

We will be unable to implement our business plan if

we cannot raise sufficient capital and may be required to pay higher prices for capital based on the current illiquid market for our common

stock, among other factors.

If the Company is unable to generate sufficient cash

flow or raise additional capital, our plans to operate our business may be adversely affected, and we could be required to curtail our

activities significantly and/or cease operations.

If we seek to raise capital, we may be required to pay higher prices for capital based

upon the current illiquid market for our common stock, among other factors.

We may need to raise additional capital to implement

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results and financial condition.

Most of our contracts are terminable by our

customers following limited notice and without early termination payments or liquidated damages due from them.

In addition, each

stage of a project often represents a separate contractual commitment, at the end of which the customer may elect to delay or not to

proceed to the next stage of the project.

We cannot assure you that one or more of our customers will not terminate a material

contract or materially reduce the scope of any large project.

The delay, cancellation or significant reduction in the scope of a

large project or a number of projects could have a material

adverse effect on our business, operating

results and financial condition.

Most of our contracts are terminable by our customers

following limited notice and without early termination payments or liquidated damages due from them.

In addition, each stage of a project

often represents a separate contractual commitment, at the end of which the customer may elect to delay or not to proceed to the next

stage of the project.

We cannot assure you that one or more of our customers will not terminate a material contract or materially reduce

the scope of any large project.

The delay, cancellation or significant reduction in the scope of a large project or a number of projects

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

Our industry is characterized by frequent technological

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costs of mitigation;

and remediation and security

enhancement expenses.

See Part I, Item 1C, below.

and remediation and security enhancement expenses.

Part I, Item 1C, below.

We compete with other companies that have substantially

greater resources, and we are at a distinct competitive disadvantage in our chosen industry.

The market for our products and service solution technologies

is generally highly competitive, and we expect competition to increase in the future.

Some of our competitors or potential competitors

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

These competitors may be able to respond more rapidly

than we can to new or emerging technologies or changes in customer requirements.

They may also devote greater resources to the development,

promotion and sale of their products than we do.

The market for our products and service solution

technologies is generally highly competitive, and we expect competition to increase in the future.

Some of our competitors or

potential competitors have significantly greater financial, technical and marketing resources than we have.

These competitors may be

able to respond more rapidly than we can to new or emerging technologies or changes in customer requirements.

They may also devote

greater resources to the development, promotion and sale of their products than we do.

We expect competitors to continue to improve the performance

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and related software services to correct errors and defects.

In the future, there may be additional errors and defects in our

software that may adversely affect our

We may not have in place adequate reporting, tracking, monitoring and quality assurance

procedures to ensure that we can detect errors in our software in a timely manner.

If we are unable to efficiently and cost-effectively

correct errors or other problems that may be identified, or if there are unidentified errors that allow persons to improperly access our

services, we could experience loss of revenues and market share, damage to our reputation, increased expenses and legal actions by our

customers and our business may fail.

In the future, there may be additional errors and defects in our software

that may adversely affect our services.

We may not have in place adequate reporting, tracking, monitoring and quality assurance procedures

to ensure that we can detect errors in our software in a timely manner.

If we are unable to efficiently and cost-effectively correct errors

or other problems that may be identified, or if there are unidentified errors that allow persons to improperly access our services, we

could experience loss of revenues and market share, damage to our reputation, increased expenses and legal actions by our customers and

our business may fail.

We may have insufficient network or server capacity

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impact on our business.

Our operations are dependent, in part, upon network

capacity provided by our telecommunications network and third-party telecommunications networks;

data center services provider owned and

leased infrastructure and capacity;

server capacity located at the data center services provider partner or partners;

and our own infrastructure

and equipment.

Collectively, this infrastructure, equipment and capacity must be sufficiently robust to handle all of our customers’

wireless requirements, particularly in the event of unexpected surges in high-definition video traffic and network services incidents.

We may not be adequately prepared for unexpected increases in bandwidth and related infrastructure demands from our customers.

the bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including payment disputes, outages or such

service providers going out of business.

Any failure of these service providers or our own infrastructure to provide the capacity we require

due to financial or other reasons may result in a reduction in or the interruption of service to our customers, leading to an immediate

decline in revenue and possible additional decline in revenue, as a result of subsequent customer losses, which could result in the cessation

of all or part of our business operations.

Our operations are dependent, in part, upon

network capacity provided by our telecommunications network and third-party telecommunications networks;

data center services

provider owned and leased infrastructure and capacity;

server capacity located at the data center services provider partner or

and our own infrastructure and equipment.

Collectively, this infrastructure, equipment and capacity must be sufficiently

robust to handle all of our customers’ wireless requirements, particularly in the event of unexpected surges in

high-definition video traffic and network services incidents.

We may not be adequately prepared for unexpected increases in

bandwidth and related infrastructure demands from our customers.

In addition, the bandwidth we have contracted to purchase may

become unavailable for a variety of reasons, including payment disputes, outages or such service providers going out of business.

Any failure of these service providers or our own infrastructure to provide the capacity we require due to financial or other

reasons may result in a reduction in or the interruption of service to our customers, leading to an immediate decline in revenue and

possible additional decline in revenue, as a result of subsequent customer losses, which could result in the cessation of all or

part of our business operations.

We do not have sufficient capital to engage in

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Our business operations could be impacted by public health crises.

We are subject to risks related to public health crises,

such as the 2020 COVID-19 pandemic, which impacted our operations.

Actions taken around the world to help mitigate the spread of the coronavirus

included restrictions on travel and quarantines in certain areas, and forced closures for certain types of public places and businesses.

The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and

financial markets of many countries, including the geographical

areas in which we operate.

While it is unknown how

long these conditions will last and what the complete financial affect will be on us, to date, and as a result of actions taken by management

to mitigate a material impact to our financial statements or our operational results, we are not currently experiencing a material impact

to our financial statements or our results of operations;

however, a pandemic typically results in social distancing, travel bans and

quarantines, which may result in limited access to our facilities, customers, management, support staff and professional advisors.

These, in turn, may not only impact our operations, financial condition and demand for our services, but our overall ability to react

timely to mitigate the impact of this event.

Given our small staff, if a key member of our team were disabled by COVID-19 or some other

similar crisis, it could have a material negative impact on our business.

Also, it may substantially hamper our efforts to provide our

investors with timely information and to comply with our filing obligations under the Exchange Act with the SEC.

If any pandemic were

to last a prolonged period of time, we could see a decline in revenue due to the closure of customer businesses, which could then impact

our ability to pay our short-term debts.

Our concentration of revenue from a small group of Apeiron Systems’ customers makes it

reasonably possible that we are vulnerable to the risk of a long-term severe impact.

Our dependence on certain suppliers to provide equipment

to be distributed or sold to our customers could also be impacted if inventory shortages occur due to import or export restrictions resulting

from any pandemic.

General global market and economic conditions may

have an adverse impact on our operating performance and results of operations.

We are subject to risks related to public health

crises, such as the 2020 COVID-19 pandemic, which impacted our operations.

Actions taken around the world to help mitigate the

spread of the coronavirus included restrictions on travel and quarantines in certain areas, and forced closures for certain types of

public places and businesses.

The coronavirus and actions taken to mitigate it have had and are expected to continue to have an

adverse impact on the economies and financial markets of many countries, including the geographical areas in which we operate.

it is unknown how long these conditions will last and what the complete financial affect will be on us, to date, and as a result of

actions taken by management to mitigate a material impact to our financial statements or our operational results, we are not

currently experiencing a material impact to our financial statements or our results of operations;

however, a pandemic typically

results in social distancing, travel bans and quarantines, which may result in limited access to our facilities, customers,

management, support staff and professional advisors.

These, in turn, may not only impact our operations, financial condition

and demand for our services, but our overall ability to react timely to mitigate the impact of this event.

Given our small staff, if

a key member of our team were disabled by COVID-19 or some other similar crisis, it could have a material negative impact on our

Also, it may substantially hamper our efforts to provide our investors with timely information and to comply with our

filing obligations under the Exchange Act with the SEC.

If any pandemic were to last a prolonged period of time, we could see a

decline in revenue due to the closure of customer businesses, which could then impact our ability to pay our short-term debts.

concentration of revenue from a small group of Apeiron Systems’ customers makes it reasonably possible that we are vulnerable

to the risk of a long-term severe impact.

Our dependence on certain suppliers to provide equipment to be distributed or sold to our

customers could also be impacted if inventory shortages occur due to import or export restrictions resulting from any pandemic.

General global market and economic conditions may have an

adverse impact on our operating performance and results of operations.

Our business has been and could continue to be affected

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Flat or worsening economic conditions may harm our operating results and financial condition.

Economic, political

and market conditions may adversely affect our business, financial condition and operating results.

political and market conditions may adversely affect our business, financial condition and operating results.

Our business,

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margins will be compressed.

Legal challenge to the Universal Service Fund (“USF”)

could adversely affect our business.

Currently before the U.S.

Supreme Court is a challenge

to the 1996 statute creating the USF to promote the infrastructure necessary to provide nationwide communications service to rural communities,

schools and low-income consumers.

The plaintiffs in the case argue that the statute creating the USF delegated too much power to the FCC

to administer the fund through the establishment of contribution rates paid into the fund by telecommunications companies.

The FCC created

a separate not-for-profit corporation called the Universal Service Administrative Company to oversee the fund and

its receipts and disbursements.

Historically, courts have unanimously rejected such claims;

however, the U.S.

Court of Appeals for the

5 th Circuit ruled that the statute is unconstitutional.

If the plaintiffs in this case are successful, the U.S.

Supreme Court

could agree with the U.S.

Court of Appeals and the USF could be abolished, creating a barrier for low-income consumers to receive the

benefits they have received since 1996.

Without funding received from the Lifeline Program, our IM Telecom business will be adversely

Recent reductions in force (“RIF”)

could adversely affect our business.

In November of 2024, we determined that in order to

achieve certain necessary cost reductions created by the expiration of the Affordable Connectivity Program, a RIF of certain positions

within the Company was necessary.

This RIF included several key personnel with significant knowledge of the industry and operation of

This reduction in personnel could create a strain on our ability to execute new business opportunities that may arise prevent

our future growth.

Supply chain disruptions could adversely affect

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shares of our common stock publicly at the time and prices that you feel are fair or appropriate.

Additionally, if we do not timely file our reports

required to be filed with the SEC under the Exchange Act, broker-dealers may not be able or willing to trade our common stock, and the

OTC Markets will post adverse warnings on its website about such failures, which, unless such failures are corrected by us, could have

an additional adverse impact on the viability of any “established trading market” that may develop for our common stock.

adverse warnings of the OTC Markets under their current and future policies could similarly have an adverse effect on any market for our

common stock, and there is no assurance that we will be able to satisfy comments or concerns of the OTC Markets, if any are expressed.

Additionally, if we do not timely file our reports required

to be filed with the SEC under the Exchange Act, broker-dealers may not be able or willing to trade our common stock, and the OTC Markets

will post adverse warnings on its website about such failures, which, unless such failures are corrected by us, could have an additional

adverse impact on the viability of any “established trading market” that may develop for our common stock.

Other adverse

warnings of the OTC Markets under their current and future policies could similarly have an adverse effect on any market for our common

stock, and there is no assurance that we will be able to satisfy comments or concerns of the OTC Markets, if any are expressed.

If an active market for our common stock develops,

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This percentage includes certain vested non-compensatory stock options which he owns and that can

be exercised within sixty (60) days of the date of this Annual Report, all of which options are described under the caption “Security

Ownership of Certain Beneficial Owners and Management” in Part III, Item 12 hereof.

be exercised on or before midnight on September 18 and December 18, 2025, for 187,500 shares, respectively, at an exercise price of $0.22

per share, and all of which options are described under the caption “Security Ownership of Certain Beneficial Owners and Management”

in Part III, Item 12 hereof.

As a result, Mr.

McEwen may have the ability

to substantially control the election of our board of directors, the outcome of issues requiring approval by our shareholders and other

corporate actions.

This concentration of ownership may also have the effect of delaying or preventing a change in control of our Company

that may be favored by other shareholders;

and could prevent transactions in which shareholders might otherwise recover a premium for

their shares over current market prices.

This concentration of ownership and influence in management and board decision making could also

harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital

stock, whether by making a tender offer or attempting to obtain control of our Company.

Also see the caption “Executive Compensation”

of Part III, Item 11 hereof.

McEwen may have the ability to substantially control the election of our board of directors,

the outcome of issues requiring approval by our shareholders and other corporate actions.

This concentration of ownership may also have

the effect of delaying or preventing a change in control of our Company that may be favored by other shareholders;

and could prevent transactions

in which shareholders might otherwise recover a premium for their shares over current market prices.

This concentration of ownership and

influence in management and board decision making could also harm the price of our capital stock by, among other things, discouraging

a potential acquirer from seeking to acquire shares of our capital stock, whether by making a tender offer or attempting to obtain control

of our Company.

Also see the caption “Executive Compensation” of Part III, Item 11 hereof.

If we fail to maintain an effective system of internal

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If we cannot provide reliable financial reports or prevent fraud, we may not

be able to manage our business as effectively as would be possible with an

effective control system in place.

We have not performed

an in-depth analysis to determine if historical undiscovered failures of internal controls exist and may in the future discover areas

of our internal controls that need improvement.

be able to manage our business as effectively as would be possible with an effective control system in place.

We have not performed an

in-depth analysis to determine if historical undiscovered failures of internal controls exist and may in the future discover areas of

our internal controls that need improvement.

We are continually in the process of evaluating our

internal controls for effectiveness as well as evaluating the need for additional internal controls.

Failure to implement changes to our

internal controls that we may deem to be ineffective or any others that we may identify as necessary to maintain an effective system of

internal controls could harm our operating results and cause investors to lose confidence in our reported financial information.

loss of confidence could have a substantial negative affect on the trading price of our common stock.

Failure to implement changes to

our internal controls that we may deem to be ineffective or any others that we may identify as necessary to maintain an effective system

of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information.

such loss of confidence could have a substantial negative affect on the trading price of our common stock.

During the year ended December 31, 2021, our

Board of Directors adopted an Insider Trading Policy, which was amended in the latter part of 2024.

The Insider Trading Policy was adopted by the Company

to satisfy its obligations to prevent insider trading and to help its personnel avoid the consequences associated with violations of applicable

federal and state securities laws, rules and regulations regarding insider trading of our securities when they have material non-public

information related to the Company.

It is also intended to prevent even the appearance of improper conduct on the part of anyone employed

by or associated with us, not just so-called “insiders.” It contains four (4) “Black-Out Periods”, which

are as follows:

twenty (20) days prior to the release of financial results for the periods ending March 31, June 30, September 30 and

December 31 of each year and end after three (3) full trading days of our securities on the OTCQB (or any other recognized nation medium

on which our securities publicly trade [“Other Medium”]) after financial results are announced for the preceding fiscal period.

If the last day of the month falls on a weekend, the Black-Out Period will start at the close of business on the last trading day prior

to the weekend.

Additional Black-Out Periods may occur when other material events occur, such as a press release sent out to the public,

wherein only a select few persons have knowledge of the event.

The Black-Out Periods do not apply to the exercise of outstanding and vested

ISOs issued by the Company or other stock issuances approved by the Board of Directors;

however, they do apply to all of our securities

that are the subject of a registration statement filed with the SEC.

Effective November 8, 2024, our Board of Directors

amended our Insider Trading Policy to exempt the exercise of stock options granted by the Company that allow payment of the exercise

price of such stock options by the holder’s conveyance of fully-paid shares of common stock of the Company having a value on the

date of exercise equal to the exercise price of the subject stock options, based upon the closing price of our shares of common stock

on or about the date of exercise, from the Black-Out Periods.

See Section 9 – Financial Statements and Exhibits, Item 9.01, Part

IV, Item 15 Exhibit 99.1 .

This summary is modified in its entirely by reference to Exhibit 99.1 .

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