What changed in this filing

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Item 1A. Risk Factors

2026-03-20 compared with 2025-03-18 · 642 added, 661 removed, 112 unchanged (92% of the section changed)

Risk Factors.

Risks Related to our Business

Investing in our common stock

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or financial condition could be materially and adversely affected.

This could cause the trading price of our common stock to decline and

you may lose all or part of your investment.

This could cause the trading price of our common stock to decline

and you may lose all or part of your investment.

References to past events are provided by way of example only and are not intended to

be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring

in the future.

The risks described below are not the only ones that we face.

Additional risks not presently

known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete

loss of your investment.

We have incurred substantial operating losses since

our inception and will continue to incur substantial operating losses for the foreseeable future.

Since our inception, we have been

engaged primarily in the research and development of our electro-optic polymer materials technologies and products.

As a result of these

activities, we incurred significant losses and experienced negative cash flow since our inception.

We incurred a net loss of $22,535,041

for the year ended December 31, 2024, and $21,038,032 for the year ended December 31, 2023.

We anticipate that we will continue to incur

operating losses through at least 2025.

Additional risks not presently known to us or that we currently

deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.

We have incurred substantial operating losses since our inception

and will continue to incur substantial operating losses for the foreseeable future.

Since our inception, we

have been engaged primarily in the research and development of our electro-optic polymer materials technologies and products.

of these activities, we have incurred significant losses and have experienced negative cash flow since our inception.

We incurred a net

loss of $20,313,797 for the year ended December 31, 2025, and a net loss of $22,535,041 for the year ended December 31, 2024.

As of December

31, 2025, we had an accumulated deficit of $167.3 million.

We anticipate that we will continue to incur operating losses through at least

We may not be able to generate

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We cannot assure you that we will ever achieve profitability.

We are subject to the risks frequently experienced by early-stage companies.

We are subject to the risks frequently experienced by early-stage

The likelihood of our success

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These risks include our potential inability to:

Establish significant product sales and marketing capabilities;

Establish and maintain significant markets for our products and future products;

Identify, attract, retain and motivate qualified personnel;

Continue to develop and upgrade our technologies to

keep pace with changes in technology and the growth of markets using polymer-based materials;

Develop expanded product production facilities, along

with silicon-based foundry and other outside contractor relationships;

Maintain our reputation and build trust with customers.

Our failure to effectively manage our growth and

effectively transition from our focus on research and development activities to commercial operations could harm our business.

Failure to manage growth of operations

could harm our business.

To date, a large number of our activities and resources have been directed at the research and development of

our technologies and development of potential related products including work in association with external partners.

The transition from

a focus on research and development to being a vendor of products requires effective planning and management.

Additionally, growth arising

from expected synergies from any future acquisitions will require effective planning and management.

Future expansion will be expensive

and will likely strain management and other resources.

significant product sales and marketing capabilities;

and maintain significant markets for our products and future products;

attract, retain and motivate qualified personnel;

to develop and upgrade our technologies to keep pace with changes in technology and the growth

of markets using polymer-based materials;

expanded product production facilities, along with silicon-based foundry and other outside

contractor relationships;

our reputation and build trust with customers.

Our failure to effectively manage our growth

and effectively transition from our focus on research and development activities to commercial operations could harm our business.

Failure to manage growth

of operations could harm our business.

To date, a large number of our activities and resources have been directed at the research and

development of our technologies and development of potential related products including work in association with external partners.

transition from a focus on research and development to being a vendor of products requires effective planning and management.

Additionally,

growth arising from expected synergies from any future acquisitions will require effective planning and management.

Future expansion

will be expensive and will likely strain management and other resources.

In order to effectively manage growth, we must:

Continue to develop an effective planning and management process to implement our business strategy;

Hire, train and integrate new personnel in all areas of our business;

Expand our facilities and increase capital investments;

Continue to successfully partner with silicon-based foundries.

We cannot assure you that we will be able to accomplish

these tasks effectively or otherwise effectively manage our growth.

to develop an effective planning and management process to implement our business strategy;

train and integrate new personnel in all areas of our business;

our facilities and increase capital investments;

to successfully partner with silicon-based foundries.

We cannot assure you that

we will be able to accomplish these tasks effectively or otherwise effectively manage our growth.

We will require additional capital to continue

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Based on our current operating plan and budgeted cash requirements,

we believe that we have sufficient funds to finance our operations through April 2026;

however, we will need to obtain additional future

financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities.

that we will need to seek additional funding through public or private financings, including equity financings, and through other arrangements,

including collaborative arrangements.

Poor financial results, unanticipated expenses or unanticipated opportunities could require additional

financing sooner than we expect.

Other than with respect to (i) the purchase agreement for up to $30 million we entered into with Lincoln

Park on February 28, 2023 (the “ 2023 Purchase Agreement ”);

(ii) the purchase agreement for up to $30 million we entered

into with Lincoln Park on March 17, 2025 (the “ 2025 Purchase Agreement ");

and (iii) the sales agreement for up to $35

million we entered into with Roth Capital Partners, LLC (“ Roth Capital ”) on December 9, 2022 (the “ Roth Sales

Agreement ”);

we have no plans or arrangements with respect to the possible acquisition of additional financing, and such financing

may be unavailable when we need it or may not be available on acceptable terms.

We currently have a remaining amount of $0 million and

$30 million pursuant to the 2023 Purchase Agreement and 2025 Purchase Agreement with Lincoln Park, subject to the conditions set forth

therein, respectively, and $31.5 million that is available to our Company pursuant to the Roth Sales Agreement with Roth Capital.

Our forecast of the period of

time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks

and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this

Annual Report on Form 10-K.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital

resources sooner than we currently expect.

Additional financing may not be

available to us, due to, among other things, our Company not having a sufficient credit history, income stream, profit level, asset base

eligible to be collateralized, or market for its securities.

If we raise additional funds by issuing equity or convertible debt securities,

the percentage ownership of our existing shareholders may be reduced, and these securities may have rights superior to those of our common

If adequate funds are not available to satisfy our long-term capital requirements, or if planned revenues are not generated, we

may be required to substantially limit our operations.

We are entering new markets, and if we fail to

accurately predict growth in these new markets, we may suffer substantial losses.

initially targeting applications in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth

optical connections deployed inside and between datacenters and/or AI clusters.

In addition, we are exploring other applications that

include automotive/LIDAR, sensing, displays, storage, aerospace and defense, satellites, quantum computing etc., for our polymer technology

We expect to continue to develop products for these markets and to seek to identify new markets.

These markets change rapidly,

and we cannot assure you that they will grow or that we will be able to accurately forecast market demand, or lack thereof, in time to

respond appropriately.

Our investment of resources to develop products for these markets may either be insufficient to meet actual demand

or result in expenses that are excessive in light of actual sales volumes.

Failure to predict growth and demand accurately in new markets

may cause us to suffer substantial losses.

we believe that we have sufficient funds to finance our operations through at least December 2027;

however, we will need to obtain additional

future financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities.

We expect that we will need to seek additional funding through public or private financings, including equity financings, and through

other arrangements, including collaborative arrangements.

Poor financial results, unanticipated expenses or unanticipated opportunities

could require additional financing sooner than we expect.

Other than with respect to the Roth Sales Agreement for up to $35 million we

entered into with Roth Capital on December 9, 2022, we have no plans or arrangements with respect to the possible acquisition of additional

financing, and such financing may be unavailable when we need it or may not be available on acceptable terms.

We currently have a remaining

amount of $12.2 million that is available to our Company pursuant to the Roth Sales Agreement.

Our forecast of the period

of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves

risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere

in this Annual Report on Form 10-K.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available

capital resources sooner than we currently expect.

Additional financing may

not be available to us, due to, among other things, our Company not having a sufficient credit history, income stream, profit level,

asset base eligible to be collateralized, or market for its securities.

If we raise additional funds by issuing equity or convertible

debt securities, the percentage ownership of our existing shareholders may be reduced, and these securities may have rights superior

to those of our common stock.

If adequate funds are not available to satisfy our long-term capital requirements, or if planned revenues

are not generated, we may be required to substantially limit our operations.

We are entering new markets, and if we fail to accurately predict

growth in these new markets, we may suffer substantial losses.

We are initially targeting

applications in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth optical connections

deployed inside and between datacenters and/or AI clusters.

In addition, we are exploring other applications that include automotive/LIDAR,

sensing, displays, storage, aerospace and defense, satellites, quantum computing etc., for our polymer technology platform.

to continue to develop products for these markets and to seek to identify new markets.

These markets change rapidly, and we cannot assure

you that they will grow or that we will be able to accurately forecast market demand, or lack thereof, in time to respond appropriately.

Our investment of resources to develop products for these markets may either be insufficient to meet actual demand or result in expenses

that are excessive in light of actual sales volumes.

Failure to predict growth and demand accurately in new markets may cause us to suffer

substantial losses.

In addition, as we enter new markets, there is a significant risk that:

The market may not accept the price and/or performance of our products;

There may be issued patents we are not aware of that could block our entry into the market or could result in excessive litigation;

The time required for us to achieve market acceptance of our products may exceed our capital resources that would require additional investment.

Our plan to develop relationships with strategic partners may not be

market may not accept the price and/or performance of our products;

may be issued patents we are not aware of that could block our entry into the market or could

result in excessive litigation;

time required for us to achieve market acceptance of our products may exceed our capital

resources that would require additional investment.

Our plan to develop relationships with strategic partners may

not be successful.

Part of our business strategy

is to maintain and develop strategic relationships with private firms, such as packaging companies and silicone-based foundries, and to

a lesser extent, government agencies and academic institutions, to conduct research and development and testing of our products and technologies.

is to maintain and develop strategic relationships with private firms, such as packaging companies and silicone-based foundries, and

to a lesser extent, government agencies and academic institutions, to conduct research and development and testing of our products and

technologies.

For these efforts to be successful, we must identify partners whose competencies complement ours.

We must also successfully enter into

agreements with them on terms attractive to us, and integrate and coordinate their resources and capabilities with our own.

unsuccessful in entering into agreements with acceptable partners or negotiating favorable terms in these agreements.

Also, we may be

unsuccessful in integrating the resources or capabilities of these partners.

In addition, our strategic partners may prove difficult to

work with or less skilled than we originally expected.

If we are unsuccessful in our collaborative efforts, our ability to develop and

market products could be severely limited.

The failure to establish and maintain collaborative relationships may

have a materially adverse affect on our business.

We are initially targeting applications

in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth optical connections deployed inside

and between datacenters and/or AI clusters.

In addition, we are exploring other applications that include automotive/LIDAR, sensing, displays,

storage, aerospace and defense, satellites, quantum computing etc., for our polymer technology platform.

Our ability to generate significant

revenues depends significantly on the extent to which potential customers and other potential industry partners develop, promote and sell

systems that incorporate our products, which, of course, we cannot control.

Any failure by potential customers and other potential industry

partners to successfully develop and market systems that incorporate our products could adversely affect our sales.

The extent to which

potential customers and other industry partners develop, promote and sell systems incorporating our products is based on a number of factors

that are largely beyond our ability to control.

We may participate in joint ventures that expose us to operational and

financial risk.

We may participate in one or more

joint ventures for the purpose of assisting us in carrying out our business expansion, especially with respect to new product and/or market

We may experience with our joint venture partner(s) issues relating to disparate communication, culture, strategy, and resources.

Further, our joint venture partner(s) may have economic or business interests or goals that are inconsistent with ours, exercise their

rights in a way that prohibits us from acting in a manner which we would like, or they may be unable or unwilling to fulfill their obligations

under the joint venture or other agreements.

We cannot assure you that the actions or decisions of our joint venture partners will not

affect our operations in a way that hinders our corporate objectives or reduces any anticipated cost savings or revenue enhancement resulting

from these ventures.

If we fail to develop and introduce new or enhanced

products on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

We plan to operate in a dynamic

environment characterized by rapidly changing technologies and industry standards and technological obsolescence.

To compete successfully,

we must design, develop, market and sell products that provide increasingly higher levels of performance and reliability and meet the

cost expectations of our customers.

The introduction of new products by our competitors, the market acceptance of products based on new

or alternative technologies, or the emergence of new industry standards could render our anticipated products obsolete.

Our failure to

anticipate or timely develop products or technologies in response to technological shifts could adversely affect our operations.

In particular,

we may experience difficulties with product design, manufacturing, marketing or certification that could delay or prevent our development,

introduction or marketing of products.

If we fail to introduce products that meet the needs of our customers or penetrate new markets

in a timely fashion our Company will be adversely affected.

Our future growth will suffer if we do not achieve

sufficient market acceptance of our organic nonlinear optical materials.

We expect our patented and patent-pending

optical materials along with trade secrets and licensed materials, to be the core of and the enabling technology for future generations

of optical devices, modules, sub-systems and systems that we will develop or out-license to electro-optic device manufacturers.

our materials are still in the development stage, and we do not know when a market for our materials will develop, if at all.

depends, in part, upon our ability to gain market acceptance of our organic nonlinear optical materials.

To be accepted, our materials

must meet the technical and performance requirements of our potential customers.

OEMs, suppliers or government agencies may not accept

polymer-based materials.

In addition, even if we achieve some degree of market acceptance for our materials in one industry, we may not

achieve market acceptance in other industries that we are targeting.

Also, certain large corporations may be predisposed against doing

business with a company of our limited size and operating history.

Our potential customers require our products to

undergo a lengthy and expensive qualification process, which does not assure product sales.

Prior to purchasing our products,

our potential customers will require that our products undergo extensive qualification processes.

These qualification processes may continue

for several months or more.

However, qualification of a product by a customer does not assure any sales of the product to that customer.

Even after successful qualification and sales of a product to a customer, a subsequent revision to the product, changes in our customer’s

manufacturing process or our selection of a new supplier may require a new qualification process, which may result in additional delays.

Also, once one of our products is qualified, it could take several additional months or more before a customer commences volume production

of components or devices that incorporate our products.

Despite these uncertainties, we are devoting substantial resources, including

design, engineering, sales, marketing and management efforts, to qualifying our products with customers in anticipation of sales.

are unsuccessful or delayed in qualifying any of our products with a customer, sales of our products to a customer may be precluded or

delayed, which may impede our growth and cause our business to suffer.

Obtaining a sales contract with a potential customer

does not guarantee that a potential customer will not decide to cancel or change its product plans, which could cause us to generate no

revenue from a product and adversely affect our results of operations.

Even after we secure a sales contract

with a potential customer, we may experience delays in generating revenue from our products as a result of a lengthy development cycle

that may be required.

We must also successfully

enter into agreements with them on terms attractive to us, and integrate and coordinate their resources and capabilities with our own.

We may be unsuccessful in entering into agreements with acceptable partners or negotiating favorable terms in these agreements.

we may be unsuccessful in integrating the resources or capabilities of these partners.

In addition, our strategic partners may prove

difficult to work with or less skilled than we originally expected.

If we are unsuccessful in our collaborative efforts, our ability

to develop and market products could be severely limited.

The failure to establish and maintain collaborative relationships

may have a materially adverse effect on our business.

We are initially targeting

applications in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth optical connections

deployed inside and between datacenters and/or AI clusters.

In addition, we are exploring other applications that include automotive/LIDAR,

sensing, displays, storage, aerospace and defense, satellites, quantum computing etc., for our polymer technology platform.

to generate significant revenues depends significantly on the extent to which potential customers and other potential industry partners

develop, promote and sell systems that incorporate our products, which, of course, we cannot control.

Any failure by potential customers

and other potential industry partners to successfully develop and market systems that incorporate our products could adversely affect

The extent to which potential customers and other industry partners develop, promote and sell systems incorporating our products

is based on a number of factors that are largely beyond our ability to control.

We may participate in joint ventures that expose us to operational

and financial risk.

We may participate in one

or more joint ventures for the purpose of assisting us in carrying out our business expansion, especially with respect to new product

and/or market development.

We may experience with our joint venture partner(s) issues relating to disparate communication, culture, strategy,

and resources.

Further, our joint venture partner(s) may have economic or business interests or goals that are inconsistent with ours,

exercise their rights in a way that prohibits us from acting in a manner which we would like, or they may be unable or unwilling to fulfill

their obligations under the joint venture or other agreements.

We cannot assure you that the actions or decisions of our joint venture

partners will not affect our operations in a way that hinders our corporate objectives or reduces any anticipated cost savings or revenue

enhancement resulting from these ventures.

If we fail to develop and introduce new

or enhanced products on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could

We plan to operate in a

dynamic environment characterized by rapidly changing technologies and industry standards and technological obsolescence.

successfully, we must design, develop, market and sell products that provide increasingly higher levels of performance and reliability

and meet the cost expectations of our customers.

The introduction of new products by our competitors, the market acceptance of products

based on new or alternative technologies, or the emergence of new industry standards could render our anticipated products obsolete.

Our failure to anticipate or timely develop products or technologies in response to technological shifts could adversely affect our operations.

In particular, we may experience difficulties with product design, manufacturing, marketing or certification that could delay or prevent

our development, introduction or marketing of products.

If we fail to introduce products that meet the needs of our customers or penetrate

new markets in a timely fashion our Company will be adversely affected.

Our future growth will suffer if we do not achieve sufficient

market acceptance of our organic nonlinear optical materials.

We expect our patented and

patent-pending optical materials along with trade secrets and licensed materials, to be the core of and the enabling technology for future

generations of optical devices, modules, sub-systems and systems that we will develop or out-license to electro-optic device manufacturers.

Most of our materials are still in the development stage, and we do not know when a market for our materials will develop, if at all.

Our success depends, in part, upon our ability to gain market acceptance of our organic nonlinear optical materials.

To be accepted,

our materials must meet the technical and performance requirements of our potential customers.

OEMs, suppliers or government agencies

may not accept polymer-based materials.

In addition, even if we achieve some degree of market acceptance for our materials in one industry,

we may not achieve market acceptance in other industries that we are targeting.

Also, certain large corporations may be predisposed against

doing business with a company of our limited size and operating history.

Our potential customers require our products

to undergo a lengthy and expensive qualification process, which does not assure product sales.

Prior to purchasing our

products, our potential customers will require that our products undergo extensive qualification processes.

These qualification processes

may continue for several months or more.

However, qualification of a product by a customer does not assure any sales of the product to

that customer.

Even after successful qualification and sales of a product to a customer, a subsequent revision to the product, changes

in our customer’s manufacturing process or our selection of a new supplier may require a new qualification process, which may result

in additional delays.

Also, once one of our products is qualified, it could take several additional months or more before a customer

commences volume production of components or devices that incorporate our products.

Despite these uncertainties, we are devoting substantial

resources, including design, engineering, sales, marketing and management efforts, to qualifying our products with customers in anticipation

If we are unsuccessful or delayed in qualifying any of our products with a customer, sales of our products to a customer may

be precluded or delayed, which may impede our growth and cause our business to suffer.

Obtaining a sales contract with

a potential customer does not guarantee that a potential customer will not decide to cancel or change its product plans, which could

cause us to generate no revenue from a product and adversely affect our results of operations.

Even after we secure a sales

contract with a potential customer, we may experience delays in generating revenue from our products as a result of a lengthy development

cycle that may be required.

Potential customers will likely take a considerable amount of time to evaluate our products;

it could take 12 to

24 months from early engagement by our sales team to actual product sales.

it could take

12 to 24 months from early engagement by our sales team to actual product sales.

The delays inherent in these lengthy sales cycles increase

the risk that a customer will decide to cancel, curtail, reduce or delay its product plans, causing us to lose anticipated sales.

any delay or cancellation of a customer’s plans could materially and adversely affect our financial results, as we may have incurred

significant expense and generated no revenue.

Finally, our customers’ failure to successfully market and sell their products could

reduce demand for our products and materially and adversely affect our business, financial condition and results of operations.

were unable to generate revenue after incurring substantial expenses to develop any of our products, our business would suffer.

Many of our products will have long sales cycles,

which may cause us to expend resources without an acceptable financial return and which makes it difficult to plan our expenses and forecast

Many of our products will have

long sales cycles that involve numerous steps, including initial customer contacts, specification writing, engineering design, prototype

addition, any delay or cancellation of a customer’s plans could materially and adversely affect our financial results, as we may

have incurred significant expense and generated no revenue.

Finally, our customers’ failure to successfully market and sell their

products could reduce demand for our products and materially and adversely affect our business, financial condition and results of operations.

If we were unable to generate revenue after incurring substantial expenses to develop any of our products, our business would suffer.

Many of our products will have long sales

cycles, which may cause us to expend resources without an acceptable financial return and which makes it difficult to plan our expenses

and forecast our revenue.

Many of our products will

have long sales cycles that involve numerous steps, including initial customer contacts, specification writing, engineering design, prototype

fabrication, pilot testing, regulatory approvals (if needed), sales and marketing and commercial manufacture.

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us to expend resources without an acceptable financial return and make it difficult to plan expenses and forecast revenues.

Successful commercialization of our current and future products will

require us to maintain a high level of technical expertise.

Technology in our target markets

is undergoing rapid change.

To succeed in our target markets, we will have to establish and maintain a leadership position in the technology

supporting those markets.

Successful commercialization of our current and future products

will require us to maintain a high level of technical expertise.

Technology in our target

markets is undergoing rapid change.

To succeed in our target markets, we will have to establish and maintain a leadership position in

the technology supporting those markets.

Accordingly, our success will depend on our ability to:

Accurately predict the needs of our target customers and develop, in a timely manner, the technology required to support those needs;

Provide products that are not only technologically sophisticated but are also available at a price acceptable to customers and competitive with comparable products;

Establish and effectively defend our intellectual property;

Enter into relationships with other companies that have developed complementary technology into which our products may be integrated.

We cannot assure you that we will be able to achieve

any of these objectives.

One of our significant target markets is the telecommunications market,

which historically has not accepted polymer modulators.

predict the needs of our target customers and develop, in a timely manner, the technology

required to support those needs;

products that are not only technologically sophisticated but are also available at a price

acceptable to customers and competitive with comparable products;

and effectively defend our intellectual property;

into relationships with other companies that have developed complementary technology into

which our products may be integrated.

We cannot assure you that we will be able to achieve any

of these objectives.

One of our significant target markets is

the telecommunications market, which historically has not accepted polymer modulators.

One of our significant target

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modulators are not suitable even if higher data rates, high reliability, and low power consumption are demonstrated.

Another of our significant target markets is the

data communications (datacenter and/or high performance computing) market, which may be subject to heavy competition from other PIC based

technologies such as silicon photonics and Indium Phosphide.

Another of our significant target

markets is the fiber optic data communications market, in particular ultra-high bandwidth optical connections deployed inside and between

datacenters and/or AI clusters, which may be subject to heavy competition from other PIC based technologies such as silicon photonics

and Indium Phosphide.

As the demands for high performance, low cost ($/Gbps) is implemented into next generation architectures, polymer

modulators and polymer based PIC products may be subject to significant competition.

Another of our significant target markets

is the data communications (datacenter and/or high performance computing) market, which may be subject to heavy competition from other

PIC based technologies such as silicon photonics and Indium Phosphide.

Another of our significant

target markets is the fiber optic data communications market, in particular ultra-high bandwidth optical connections deployed inside

and between datacenters and/or AI clusters, which may be subject to heavy competition from other PIC based technologies such as silicon

photonics and Indium Phosphide.

As the demands for high performance, low cost ($/Gbps) is implemented into next generation architectures,

polymer modulators and polymer based PIC products may be subject to significant competition.

Furthermore, there is a potential that technologies

2 unchanged sentences

to purchase new technology such as ours or invest in new technology development such as ours for next generation systems.

Our inability to successfully acquire and integrate

other businesses, assets, products or technologies could harm our business and cause us to fail at achieving our anticipated growth.

We may grow our business through

strategic acquisitions and investments, and we are actively evaluating acquisitions and strategic investments in businesses, products

or technologies that we believe could complement or expand our product offering, create and/or expand a client base, enhance our technical

capabilities or otherwise offer growth or cost-saving opportunities.

From time to time, we may enter into letters of intent with companies

with which we are negotiating potential acquisitions or investments or as to which we are conducting due diligence.

Although we are currently

not a party to any binding material definitive agreement with respect to potential investments in, or acquisitions of, complementary businesses,

products or technologies, we may enter into these types of arrangements in the future, which could materially decrease the amount of our

available cash or require us to seek additional equity or debt financing.

We have limited experience in successfully acquiring and integrating

businesses, products and technologies.

We may not be successful in negotiating the terms of any potential acquisition, conducting thorough

due diligence, financing the acquisition or effectively integrating the acquired business, product or technology into our existing business

and operations.

Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired

business, product or technology, including issues related to intellectual property, product quality or product architecture, regulatory

compliance practices, revenue recognition or other accounting practices, or employee or customer issues.

Additionally,

in connection with any acquisitions we complete, we may not achieve the synergies or other benefits we expected to achieve, and we may

incur write-downs, impairment charges or unforeseen liabilities that could negatively affect our operating results or financial position

or could otherwise harm our business.

If we finance acquisitions using existing cash, the reduction of our available cash could cause

us to face liquidity issues or cause other unanticipated problems in the future.

If we finance acquisitions by issuing convertible debt

or equity securities, the ownership interest of our existing stockholders may be diluted, which could adversely affect the market price

of our stock.

Further, contemplating or completing an acquisition and integrating an acquired business, product or technology could divert

management and employee time and resources from other matters, which could harm our business, financial condition and operating results.

We may incur debt in the future that might be secured

with our intellectual property as collateral, which could subject our Company to the risk of loss of all of our intellectual property.

We currently have no debt to service.

If we incur debt in the future, we may be required to secure the debt with our intellectual property, including all of our patents and

patents pending.

In the event we default on the debt, we could incur the loss of all of our intellectual property, which would materially

and adversely affect our Company and cause you to lose your entire investment in our Company.

Our inability to successfully acquire and

integrate other businesses, assets, products or technologies could harm our business and cause us to fail at achieving our anticipated

We may grow our business

through strategic acquisitions and investments, and we are actively evaluating acquisitions and strategic investments in businesses,

products or technologies that we believe could complement or expand our product offering, create and/or expand a client base, enhance

our technical capabilities or otherwise offer growth or cost-saving opportunities.

From time to time, we may enter into letters of intent

with companies with which we are negotiating potential acquisitions or investments or as to which we are conducting due diligence.

we are currently not a party to any binding material definitive agreement with respect to potential investments in, or acquisitions of,

complementary businesses, products or technologies, we may enter into these types of arrangements in the future, which could materially

decrease the amount of our available cash or require us to seek additional equity or debt financing.

We have limited experience in successfully

acquiring and integrating businesses, products and technologies.

We may not be successful in negotiating the terms of any potential acquisition,

conducting thorough due diligence, financing the acquisition or effectively integrating the acquired business, product or technology

into our existing business and operations.

Our due diligence may fail to identify all of the problems, liabilities or other shortcomings

or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or product

architecture, regulatory compliance practices, revenue recognition or other accounting practices, or employee or customer issues.

Additionally, in connection

with any acquisitions we complete, we may not achieve the synergies or other benefits we expected to achieve, and we may incur write-downs,

impairment charges or unforeseen liabilities that could negatively affect our operating results or financial position or could otherwise

harm our business.

If we finance acquisitions using existing cash, the reduction of our available cash could cause us to face liquidity

issues or cause other unanticipated problems in the future.

If we finance acquisitions by issuing convertible debt or equity securities,

the ownership interest of our existing stockholders may be diluted, which could adversely affect the market price of our stock.

contemplating or completing an acquisition and integrating an acquired business, product or technology could divert management and employee

time and resources from other matters, which could harm our business, financial condition and operating results.

Our failure to compete successfully could harm our business.

The markets that we are targeting

for our proprietary electro-optic polymer systems and photonic devices are intensely competitive.

Most of our present and potential competitors

have or may have substantially greater research and product development capabilities, financial, scientific, marketing, manufacturing

The markets that we are

targeting for our proprietary electro-optic polymer systems and photonic devices are intensely competitive.

Most of our present and potential

competitors have or may have substantially greater research and product development capabilities, financial, scientific, marketing, manufacturing

and human resources, name recognition and experience than we have.

As a result, these competitors may:

succeed in developing materials and product integration expertise that is equal to or superior to our offerings or that will achieve greater market acceptance than our offerings and future offerings;

devote greater resources to developing, marketing or selling their products;

respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our technologies obsolete;

introduce products that make the continued development of our materials and future materials uneconomical;

obtain patents that block or otherwise inhibit our ability to develop and commercialize our materials and future materials;

withstand price competition more successfully than we can;

establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our prospective customers.

in developing materials and product integration expertise that is equal to or superior to

our offerings or that will achieve greater market acceptance than our offerings and future

greater resources to developing, marketing or selling their products;

more quickly to new or emerging technologies or scientific advances and changes in customer

requirements, which could render our technologies obsolete;

products that make the continued development of our materials and future materials uneconomical;

patents that block or otherwise inhibit our ability to develop and commercialize our materials

and future materials;

price competition more successfully than we can;

cooperative relationships among themselves or with third parties that enhance their ability

to address the needs of our prospective customers.

Our failure to compete successfully against these existing

or future competitors could harm our business.

We may be unable to obtain effective intellectual

property protection for our products and technology.

Our intellectual property, or

any intellectual property that we have or may acquire, license or develop in the future, may not provide meaningful competitive advantages.

Our patents and patent applications, including those we license, may be challenged by competitors, and the rights granted under such patents

or patent applications may not provide meaningful proprietary protection.

For example, numerous patents held by third parties relate to

polymer materials and electro-optic devices.

These patents could be used as a basis to challenge the validity or limit the scope of our

patents or patent applications.

A successful challenge to the validity or limitation of the scope of our patents or patent applications

could limit our ability to commercialize our polymer materials technology and, consequently, reduce our revenues.

Moreover, competitors may infringe

our patents or those that we license, or successfully avoid these patents through design innovation.

To combat infringement or unauthorized

use, we may need to resort to litigation, which can be expensive and time-consuming and may not succeed in protecting our proprietary

In addition, in an infringement proceeding a court may decide that our patents or other intellectual property rights are not valid

or are unenforceable, or may refuse to stop the other party from using the intellectual property at issue on the ground that it is non-infringing.

Policing unauthorized use of our intellectual property is difficult and expensive, and we may not be able to, or have the resources to,

prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect these rights as fully as

the laws of the United States.

We also rely on the law of trade

secrets to protect unpatented technology and know-how.

We try to protect this technology and know-how by limiting access to those employees,

contractors and strategic partners with a need to know this information and by entering into confidentiality agreements with these parties.

Any of these parties could breach the agreements and disclose our trade secrets or confidential information to our competitors, or these

competitors might learn of the information in other ways.

Disclosure of any trade secret not protected by a patent could materially harm

our business.

We may be subject to patent infringement claims,

which could result in substantial costs and liability and prevent us from selling our products.

Third parties may claim that our

products or related technologies infringe their patents.

Any patent infringement claims brought against us may cause us to incur significant

expenses, divert the attention of our management and key personnel from other business concerns and, if successfully asserted against

us, require us to pay substantial damages.

In addition, as a result of a patent infringement suit, we may be forced to stop or delay developing,

manufacturing or selling products that are claimed to infringe a patent covering a third party’s intellectual property unless that

party grants us rights to use its intellectual property.

We may be unable to obtain these rights on terms acceptable to us, if at all.

Even if we are able to obtain rights to a third party’s patented intellectual property, these rights may be non-exclusive, and therefore

our competitors may obtain access to the same intellectual property.

Ultimately, we may be unable to sell our products or may have to

cease some of our business operations as a result of patent infringement claims, which could severely harm our business.

If our products infringe the intellectual

property rights of others, we may be required to indemnify customers for any damages they suffer.

Third parties may assert infringement

claims against our current or potential customers.

These claims may require us to initiate or defend protracted and costly litigation

on behalf of customers, regardless of the merits of these claims.

If any of these claims succeed, we may be forced to pay damages on behalf

of these customers or may be required to obtain licenses for the products they use.

If we cannot obtain all necessary licenses on commercially

reasonable terms, we may be unable to continue selling such products.

Our technology may be subject to government rights.

We may have obligations to government agencies in connection with the

technology that we have developed, including the right to require that a compulsory license be granted to one or more third parties selected

by certain government agencies.

It may be difficult to monitor whether these third parties will limit their use of our technology to

these licensed uses, and we could incur substantial expenses to enforce our rights to our licensed technology in the event of misuse.

The loss of certain of our key personnel, or any

inability to attract and retain additional personnel, could impair our ability to attain our business objectives.

Our future success depends to

a significant extent on the continued service of our key management personnel, particularly Yves LeMaitre, our Chief Executive Officer,

Zelibor, our President and James S.

Marcelli our Chief Financial Officer, Chief Operating Officer, and Secretary.

the loss of the services of any of these persons would adversely affect our business and our ability to continue to commercialize our

products, and impede the attainment of our business objectives.

Our future success will also depend

on our ability to attract, retain and motivate highly skilled personnel to assist us with product development and commercialization.

for highly educated qualified personnel in the polymer industry is intense.

If we fail to hire and retain a sufficient number of qualified

management, engineering, sales and technical personnel, we will not be able to attain our business objectives.

If we fail to develop and maintain the quality of our manufacturing

integration and design processes, our operating results would be harmed.

The loss of certain of our key personnel,

or any inability to attract and retain additional personnel, could impair our ability to attain our business objectives.

Our future success depends

to a significant extent on the continued service of our key management personnel, particularly Yves LeMaitre, our Chief Executive Officer,

Aref Chowdhury, Chief Technology Officer, Lance Thompson, Vice President of Engineering, and Robert Blum, Senior Vice President of Sales.

Accordingly, the loss of the services of any of these persons would adversely affect our business and our ability to continue to commercialize

our products, and impede the attainment of our business objectives.

Our future success will

also depend on our ability to attract, retain and motivate highly skilled personnel to assist us with product development and commercialization.

Competition for highly educated qualified personnel in the polymer industry is intense.

If we fail to hire and retain a sufficient number

of qualified management, engineering, sales and technical personnel, we will not be able to attain our business objectives.

If we fail to develop and maintain the

quality of our manufacturing integration and design processes, our operating results would be harmed.

The manufacture and integration

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must occur in a highly controlled, clean environment to minimize particles and other yield and quality-limiting contaminants.

of stringent quality controls, weaknesses in process control or minute impurities in materials may cause a substantial percentage of a

product in a lot to be defective.

of stringent quality controls, weaknesses in process control or minute impurities in materials may cause a substantial percentage of

a product in a lot to be defective.

If we are not able to develop and continue to improve our manufacturing design processes, if stringent

quality controls are not maintained, or if contamination problems arise, our operating results would be harmed.

The complexity of our organic nonlinear optical

materials may lead to errors, defects and bugs, which could result in the necessity to redesign materials and could negatively impact

our reputation with customers.

Organic nonlinear optical materials

as complex as those we market and intend to market might contain errors, defects and bugs when first introduced or as new versions are

The complexity of our organic nonlinear

optical materials may lead to errors, defects and bugs, which could result in the necessity to redesign materials and could negatively

impact our reputation with customers.

Organic nonlinear optical

materials as complex as those we market and intend to market might contain errors, defects and bugs when first introduced or as new versions

are released.

Delivery and integration of materials with production defects or reliability, quality or compatibility problems could significantly

delay or hinder market acceptance of our materials or result in a costly recall and could damage our reputation and adversely affect our

ability to sell our materials.

delay or hinder market acceptance of our materials or result in a costly recall and could damage our reputation and adversely affect

our ability to sell our materials.

If our organic nonlinear optical materials experience defects, we may need to undertake a redevelopment

of the materials, a process that may result in significant additional expenses.

We may also be required to make

significant expenditures of capital and resources to resolve such problems.

There is no assurance that problems will not be found in new

products after commencement of commercial production, despite testing by our suppliers, our customers and us.

If we decide to make commercial quantities of products

at our facilities, we will be required to make significant capital expenditures to increase capacity.

We lack the internal ability to

manufacture products at a level beyond the stage of early commercial introduction.

To the extent we do not have an outside vendor to manufacture

our products, we will have to increase our internal production capacity and we will be required to expand our existing facilities or to

lease new facilities or to acquire entities with additional production capacities.

These activities would require us to make significant

capital investments and may require us to seek additional equity or debt financing.

We cannot assure you that such financing would be

available to us when needed on acceptable terms, or at all.

Further, we cannot assure you that any increased demand for our products would

continue for a sufficient period of time to recoup our capital investments associated with increasing our internal production capacity.

In addition, we do not have experience

manufacturing our products in large quantities.

In the event of significant demand for our products, large-scale production might prove

more difficult or costly than we anticipate and lead to quality control issues and production delays.

We may also be required

to make significant expenditures of capital and resources to resolve such problems.

There is no assurance that problems will not be found

in new products after commencement of commercial production, despite testing by our suppliers, our customers and us.

If we decide to make commercial quantities

of products at our facilities, we will be required to make significant capital expenditures to increase capacity.

We lack the internal ability

to manufacture products at a level beyond the stage of early commercial introduction.

To the extent we do not have an outside vendor

to manufacture our products, we will have to increase our internal production capacity and we will be required to expand our existing

facilities or to lease new facilities or to acquire entities with additional production capacities.

These activities would require us

to make significant capital investments and may require us to seek additional equity or debt financing.

We cannot assure you that such

financing would be available to us when needed on acceptable terms, or at all.

Further, we cannot assure you that any increased demand

for our products would continue for a sufficient period of time to recoup our capital investments associated with increasing our internal

production capacity.

In addition, we do not have

experience manufacturing our products in large quantities.

In the event of significant demand for our products, large-scale production

might prove more difficult or costly than we anticipate and lead to quality control issues and production delays.

We may not be able to manufacture products at competitive prices.

To date, we have produced limited

quantities of materials for license and sale and materials and devices for research, development, demonstration and prototype purposes.

To date, we have produced

limited quantities of materials for license and sale and materials and devices for research, development, demonstration and prototype

The cost per unit for these products currently exceeds the price at which we could expect to profitably sell them.

If we cannot substantially

lower our cost of production as we move into sales of products in significant commercial quantities, our financial results will be harmed.

We may be unable to export our products or technology

to other countries, convey information about our technology to citizens of other countries or sell certain products commercially, if the

products or technology are subject to United States export or other regulations.

substantially lower our cost of production as we move into sales of products in significant commercial quantities, our financial results

will be harmed.

We may be unable to export our products

or technology to other countries, convey information about our technology to citizens of other countries or sell certain products commercially,

if the products or technology are subject to United States export or other regulations.

We develop certain polymer-based

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We are subject to regulatory compliance related to our operations.

We are subject to various U.S.

We are subject to various

governmental regulations related to occupational safety and health, labor and business practices.

Failure to comply with current or future

regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes, cessation

of operations, or other actions, which could harm our business.

Failure to comply with current

or future regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes,

cessation of operations, or other actions, which could harm our business.

We may incur liability arising from the use of hazardous materials.

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Many of these environmental

laws and regulations subject current or previous owners or occupiers of land to liability for the costs of investigation, removal or remediation

of hazardous materials.

In addition, these laws and regulations typically impose liability regardless of whether the owner or occupier

knew of, or was responsible for, the presence of any hazardous materials and regardless of whether the actions that led to the presence

were taken in compliance with the law.

laws and regulations subject current or previous owners or occupiers of land to liability for the costs of investigation, removal or

remediation of hazardous materials.

In addition, these laws and regulations typically impose liability regardless of whether the owner

or occupier knew of, or was responsible for, the presence of any hazardous materials and regardless of whether the actions that led to

the presence were taken in compliance with the law.

In our business, we use hazardous materials that are stored on site.

We use various chemicals in

our manufacturing process that may be toxic and covered by various environmental controls.

An unaffiliated waste hauler transports the

waste created by use of these materials off-site.

Many environmental laws and regulations require generators of waste to take remedial

actions at an off-site disposal location even if the disposal was conducted lawfully.

The requirements of these laws and regulations are

complex, change frequently and could become more stringent in the future.

Failure to comply with current or future environmental laws

and regulations could result in the imposition of substantial fines, suspension of production, alteration of our production processes,

cessation of operations or other actions, which could severely harm our business.

Our data and information systems and network infrastructure

may be subject to hacking or other cybersecurity threats.

If our security measures are breached and an unauthorized party obtains access

to our proprietary business information, our information systems may be perceived as being unsecure, which could harm our business and

reputation, and our proprietary business information could be misappropriated which could have an adverse effect on our business and results

of operations.

Our Company stores and transmits its proprietary information on its computer systems.

Despite our security measures, our information systems and network infrastructure may be vulnerable to cyber-attacks or could be breached due to an employee error or other disruption that could result in unauthorized disclosure of sensitive information that has the potential to significantly interfere with our business operations.

Breaches of our security measures could expose us to a risk of loss or misuse of this information, litigation and potential liability.

Since techniques used to obtain unauthorized access or to sabotage information systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures in advance of such an attack on our systems.

In addition, we use third party vendors to store our proprietary information who use cyber or “Cloud” storage of information as part of their service or product offerings, and despite our attempts to validate the security of such services, our proprietary information may be misappropriated by other parties.

In the event of an actual or perceived breach of our security, or the security of one of our vendors, the market perception of the effectiveness of our security measures could be harmed and we could suffer damage to our reputation or our business.

Additionally, misappropriation of our proprietary business information could prove competitively harmful to our business.

We conduct significantly all of our research and

development activities at our Englewood, CO facility, and circumstances beyond our control may result in considerable business interruptions.

conduct significantly all of our research and development activities at our Englewood, CO facility.

Our operations are vulnerable to interruption

by fire, earthquake, floods or other natural disaster, quarantines or other disruptions associated with infectious diseases, national

catastrophe, terrorist activities, war, disruptions in our computing and communications infrastructure due to power loss, telecommunications

failure, human error, physical or electronic security breaches and computer viruses, and other events beyond our control.

We do not have

a detailed disaster recovery plan.

We could be negatively affected as a result

of a proxy contest and the actions of activist stockholders.

contest with respect to election of our directors, or other activist stockholder activities, could adversely affect our business because:

(1) responding to a proxy contest and other actions by activist stockholders can be costly and time-consuming, disruptive to our operations

and divert the attention of management and our employees;

(2) perceived uncertainties as to our future direction caused by activist activities

may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and

We use various

chemicals in our manufacturing process that may be toxic and covered by various environmental controls.

An unaffiliated waste hauler

transports the waste created by use of these materials off-site.

Many environmental laws and regulations require generators of waste

to take remedial actions at an off-site disposal location even if the disposal was conducted lawfully.

The requirements of these laws

and regulations are complex, change frequently and could become more stringent in the future.

Failure to comply with current or future

environmental laws and regulations could result in the imposition of substantial fines, suspension of production, alteration of our production

processes, cessation of operations or other actions, which could severely harm our business.

Our data and information systems and network

infrastructure may be subject to hacking or other cybersecurity threats.

If our security measures are breached and an unauthorized party

obtains access to our proprietary business information, our information systems may be perceived as being unsecure, which could harm

our business and reputation, and our proprietary business information could be misappropriated which could have an adverse effect on

our business and results of operations.

Our Company stores and transmits

its proprietary information on its computer systems.

Despite our security measures, our information systems and network infrastructure

may be vulnerable to cyber-attacks or could be breached due to an employee error or other disruption that could result in unauthorized

disclosure of sensitive information that has the potential to significantly interfere with our business operations.

Breaches of our security

measures could expose us to a risk of loss or misuse of this information, litigation and potential liability.

Since techniques used to

obtain unauthorized access or to sabotage information systems change frequently and generally are not recognized until launched against

a target, we may be unable to anticipate these techniques or to implement adequate preventive measures in advance of such an attack on

In addition, we use third party vendors to store our proprietary information who use cyber or “Cloud” storage

of information as part of their service or product offerings, and despite our attempts to validate the security of such services, our

proprietary information may be misappropriated by other parties.

In the event of an actual or perceived breach of our security, or the

security of one of our vendors, the market perception of the effectiveness of our security measures could be harmed and we could suffer

damage to our reputation or our business.

Additionally, misappropriation of our proprietary business information could prove competitively

harmful to our business.

We conduct significantly all of our research

and development activities at our Englewood, CO facility, and circumstances beyond our control may result in considerable business interruptions.

We conduct significantly

all of our research and development activities at our Englewood, CO facility.

Our operations are vulnerable to interruption by fire,

earthquake, floods or other natural disaster, quarantines or other disruptions associated with infectious diseases, national catastrophe,

terrorist activities, war, disruptions in our computing and communications infrastructure due to power loss, telecommunications failure,

human error, physical or electronic security breaches and computer viruses, and other events beyond our control.

We do not have a detailed

disaster recovery plan.

Risks Related to our Intellectual Property

We may be unable to obtain effective intellectual property protection

for our products and technology.

Our intellectual property,

or any intellectual property that we have or may acquire, license or develop in the future, may not provide meaningful competitive advantages.

Our patents and patent applications, including those we license, may be challenged by competitors, and the rights granted under such

patents or patent applications may not provide meaningful proprietary protection.

For example, numerous patents held by third parties

relate to polymer materials and electro-optic devices.

These patents could be used as a basis to challenge the validity or limit the

scope of our patents or patent applications.

A successful challenge to the validity or limitation of the scope of our patents or patent

applications could limit our ability to commercialize our polymer materials technology and, consequently, reduce our revenues.

Moreover, competitors may

infringe our patents or those that we license, or successfully avoid these patents through design innovation.

To combat infringement

or unauthorized use, we may need to resort to litigation, which can be expensive and time-consuming and may not succeed in protecting

our proprietary rights.

In addition, in an infringement proceeding a court may decide that our patents or other intellectual property

rights are not valid or are unenforceable, or may refuse to stop the other party from using the intellectual property at issue on the

grounds that it is non-infringing.

Policing unauthorized use of our intellectual property is difficult and expensive, and we may not

be able to, or have the resources to, prevent misappropriation of our proprietary rights, particularly in countries where the laws may

not protect these rights as fully as the laws of the United States.

We also rely on the law

of trade secrets to protect unpatented technology and know-how.

We try to protect this technology and know-how by limiting access to

those employees, contractors and strategic partners with a need to know this information and by entering into confidentiality agreements

with these parties.

Any of these parties could breach the agreements and disclose our trade secrets or confidential information to our

competitors, or these competitors might learn of the information in other ways.

Disclosure of any trade secret not protected by a patent

could materially harm our business.

We may be subject to patent infringement claims, which

could result in substantial costs and liability and prevent us from selling our products.

Third parties may claim

that our products or related technologies infringe their patents.

Any patent infringement claims brought against us may cause us to incur

significant expenses, divert the attention of our management and key personnel from other business concerns and, if successfully asserted

against us, require us to pay substantial damages.

In addition, as a result of a patent infringement suit, we may be forced to stop or

delay developing, manufacturing or selling products that are claimed to infringe a patent covering a third party’s intellectual

property unless that party grants us rights to use its intellectual property.

We may be unable to obtain these rights on terms acceptable

to us, if at all.

Even if we are able to obtain rights to a third party’s patented intellectual property, these rights may be non-exclusive,

and therefore our competitors may obtain access to the same intellectual property.

Ultimately, we may be unable to sell our products

or may have to cease some of our business operations as a result of patent infringement claims, which could severely harm our business.

If our products infringe

the intellectual property rights of others, we may be required to indemnify customers for any damages they suffer.

Third parties may

assert infringement claims against our current or potential customers.

These claims may require us to initiate or defend protracted and

costly litigation on behalf of customers, regardless of the merits of these claims.

If any of these claims succeed, we may be forced

to pay damages on behalf of these customers or may be required to obtain licenses for the products they use.

If we cannot obtain all

necessary licenses on commercially reasonable terms, we may be unable to continue selling such products.

Our technology may be subject to government rights.

We may have obligations

to government agencies in connection with the technology that we have developed, including the right to require that a compulsory license

be granted to one or more third parties selected by certain government agencies.

It may be difficult to monitor whether these third parties

will limit their use of our technology to these licensed uses, and we could incur substantial expenses to enforce our rights to our licensed

technology in the event of misuse.

Risks Related to our Common Stock

We could be negatively affected as a result of a proxy contest

and the actions of activist stockholders.

A proxy contest with respect

to election of our directors, or other activist stockholder activities, could adversely affect our business because:

(1) responding to

a proxy contest and other actions by activist stockholders can be costly and time-consuming, disruptive to our operations and divert

the attention of management and our employees;

(2) perceived uncertainties as to our future direction caused by activist activities may

result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and

business partners;

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to effectively and timely implement our strategic plans.

The requirements of being a public company are

a strain on our systems and resources, are a diversion to management’s attention and are costly.

As a public company, we are subject

to the reporting requirements of the Securities Exchange Act of 1934 (“ Exchange Act ”) the Sarbanes-Oxley Act of 2002

(“ Sarbanes-Oxley Act ”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (“ Dodd-Frank Act ”),

and the rules and regulations of The NASDAQ Stock Market.

The requirements of these rules and regulations increase our legal, accounting

and financial compliance costs, make some activities more difficult, time-consuming and costly and may also place undue strain on our

personnel, systems and resources.

The Exchange Act requires, among

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

The Sarbanes-Oxley

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

We are continuing the costly process of implementing and testing our systems to report our results as a public company, to continue to

manage our growth and to implement internal controls.

We are and will continue to be required to implement and maintain various other

control and business systems related to our equity, finance, treasury, information technology, other recordkeeping systems and other operations.

As a result of this implementation and maintenance, management's attention may be diverted from other business concerns, which could adversely

affect our business.

Furthermore, we rely on third-party software and system providers for ensuring our reporting obligations and effective

internal controls, and to the extent these third parties fail to provide adequate service including as a result of any inability to scale

to handle our growth and the imposition of these increased reporting and internal controls and procedures, we could incur material costs

for upgrading or switching systems and our business could be materially affected.

In addition, changing laws, regulations

and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal

and financial compliance costs and making some activities more time consuming.

These laws, regulations and standards are subject to varying

interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time

as new guidance is provided by regulatory and governing bodies.

This could result in continuing uncertainty regarding compliance matters

and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest resources to comply with

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

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

If our efforts to comply with new laws,

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

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

In addition, we expect these laws,

rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may

be required to incur substantial costs to maintain appropriate levels of coverage.

These factors could also make it more difficult for

us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive

As a result of being a public

company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including

by competitors and other third parties.

If such claims are successful, our business and operating results could be adversely affected,

and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to

resolve them, could divert the time and resources of our management and adversely affect our business and operating results.

If we fail to maintain an effective system of disclosure

controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with

applicable regulations could be impaired.

As a public company, we are subject

to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act) the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act),

the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), and the rules and regulations of The NASDAQ Stock Market.

We expect that compliance with these rules and regulations will continue to increase our legal, accounting and financial compliance costs,

make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

If we fail to maintain an effective system

of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements

or comply with applicable regulations could be impaired.

As a public company, we

are subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act) the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley

Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), and the rules and regulations of The NASDAQ Stock

We expect that compliance with these rules and regulations will continue to increase our legal, accounting and financial compliance

costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires,

among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of

our disclosure controls and procedures quarterly.

In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires us to

perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and

our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.

compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management

time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.

if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered

public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses,

the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities,

stockholder or other third-party litigation, all of which would require additional financial and management resources.

among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness

of our disclosure controls and procedures quarterly.

In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires us

to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on,

and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.

Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant

management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.

Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent

registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material

weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory

authorities, stockholder or other third-party litigation, all of which would require additional financial and management resources.

Furthermore, investor perceptions

6 unchanged sentences

in an adverse opinion on our internal controls from our independent registered public accounting firm.

The exercise of options and warrants and other

issuances of shares of common stock or securities convertible into common stock will dilute your interest.

Board may determine from time to time that it needs to raise additional capital by issuing additional shares of our common stock or other

securities and we are not restricted from issuing additional common stock, including securities that are convertible into or exchangeable

for, or that represent the right to receive, shares of our common stock.

Because our decision to issue securities in any future offering

will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of

any future offerings, or the prices at which such offerings may be affected.

Additional equity offerings may dilute the holdings of existing

stockholders or reduce the market price of our common stock.

As of December 31, 2024, we have

outstanding options and warrants to purchase an aggregate of 8,848,908 shares of our common stock at exercise prices ranging from $0.51

to 16.81 per share with a weighted average exercise price of $3.00 per share.

The exercise of options and warrants at prices below the

market price of our common stock could adversely affect the price of shares of our common stock.

Additional dilution may result from the

issuance of shares of our capital stock in connection with any collaboration (although none are contemplated at this time) or in connection

with other financing efforts, including pursuant to the 2025 Purchase Agreement with Lincoln Park, and the Roth Sales Agreement

with Roth Capital.

Any issuance of our common stock that is not made solely to then-existing stockholders proportionate to their interests,

such as in the case of a stock dividend or stock split, will result in dilution to each stockholder by reducing his, her or its percentage

ownership of the total outstanding shares.

Moreover, if we issue options or warrants to purchase our common stock in the future and those

options or warrants are exercised or we issue restricted stock, stockholders may experience further dilution.

Holders of shares of our

common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering of shares of any class or series.

price of our common stock has been, and may continue to be, volatile, and the value of our common stock may decline.

volatility, as well as general market conditions, may cause our stock price to fluctuate greatly and even potentially expose us to litigation.

Our common stock may be subject

to continued volatility.

During the past 52 weeks, the share price for our common stock ranged from a low of $1.00 to a high of $4.82.

The exercise of options and warrants and

other issuances of shares of common stock or securities convertible into common stock will dilute your interest.

Our Board may determine

from time to time that it needs to raise additional capital by issuing additional shares of our common stock or other securities and

we are not restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that

represent the right to receive, shares of our common stock.

Because our decision to issue securities in any future offering will depend

on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future

offerings, or the prices at which such offerings may be affected.

Additional equity offerings may dilute the holdings of existing stockholders

or reduce the market price of our common stock.

As of December 31, 2025,

we have outstanding and exercisable options and warrants to purchase an aggregate of 8,186,290 shares of our common stock at exercise

prices ranging from $0.51 to $16.81 per share with a weighted average exercise price of $3.57 per share.

The exercise of options and

warrants at prices below the market price of our common stock could adversely affect the price of shares of our common stock.

dilution may result from the issuance of shares of our capital stock in connection with any collaboration (although none are contemplated

at this time) or in connection with other financing efforts, including pursuant to the Roth Sales Agreement with Roth Capital.

of our common stock that is not made solely to then-existing stockholders proportionate to their interests, such as in the case of a

stock dividend or stock split, will result in dilution to each stockholder by reducing his, her or its percentage ownership of the total

outstanding shares.

Moreover, if we issue options or warrants to purchase our common stock in the future and those options or warrants

are exercised or we issue restricted stock, stockholders may experience further dilution.

Holders of shares of our common stock have

no preemptive rights that entitle them to purchase their pro rata share of any offering of shares of any class or series.

The trading price of our common stock has

been, and may continue to be, volatile, and the value of our common stock may decline.

This volatility, as well as general market conditions,

may cause our stock price to fluctuate greatly and even potentially expose us to litigation .

Our common stock may be

subject to continued volatility.

During the 52 weeks in 2025, the share price for our common stock ranged from a low of $0.79 to a high

We cannot assure you that the market price for our common stock will be less volatile or will remain at its current level.

in the market price for our shares could result in substantial losses for investors.

The market price of our common stock may be significantly

affected by one or more of the following factors, many of which are beyond our control, including:

our Company’s ability to execute on its business plan;

the status of particular development programs and the timing of performance under specific development agreements;

actual or anticipated demand for our products and future products and technologies;

amount and timing of our costs related to our development and marketing efforts or other initiatives and expansion of our operations;

changes in anticipated commercial deployment of certain products and financial results;

our ability to enter into, renegotiate or renew key agreements or strategic relationships;

our ability to develop expanded product production facilities, along with silicon-based foundry and other outside contractor relationships;

issuance of new or updated research or reports by securities analysts;

the use by investors or analysts of third-party data regarding our business that may not reflect our operations;

fluctuations in the valuation of companies perceived by investors to be comparable to us;

share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

large trades, block trades or short selling of our common stock;

actual or anticipated changes in our competitive position relative to our industry competitors;

announcements or implementation by our competitors of technological innovations or new products;

changes in laws or regulations applicable to our products or industry;

additions or departures of key personnel;

capital-raising activities or commitments;

product shortages requiring suppliers to allocate minimum quantities;

the commencement or conclusion of legal proceedings that involve us;

costs related to possible future acquisitions of technologies or businesses;

economic conditions specific to our industry, as well as general economic and market conditions;

other events or factors, including those resulting from civil unrest, war, foreign invasions, terrorism, or public health crises or responses to such events.

the stock markets frequently experience extreme price and volume fluctuations that affect the market prices of equity securities of many

These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.

market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, elections, interest

rate changes, or international currency fluctuations, may negatively impact the market price of our common stock.

As a result of such

fluctuations, you may not realize any return on your investment in us and may lose some or all of your investment.

In the past, companies

that have experienced volatility in the market price of their stock have been subject to securities class action litigation or derivative

A sale of a substantial number of shares of our

common stock may cause the price of our common stock to decline and may impair our ability to raise capital in the future.

Our common stock is traded on

The NASDAQ Capital Market and, despite certain increases of trading volume from time to time, there have been periods when the market

A decrease in the market price for our shares could result in substantial losses for investors.

The market price of our common stock

may be significantly affected by one or more of the following factors, many of which are beyond our control, including:

Company’s ability to execute on its business plan;

status of particular development programs and the timing of performance under specific development

or anticipated demand for our products and future products and technologies;

and timing of our costs related to our development and marketing efforts or other initiatives

and expansion of our operations;

in anticipated commercial deployment of certain products and financial results;

ability to enter into, renegotiate or renew key agreements or strategic relationships;

ability to develop expanded product production facilities, along with silicon-based foundry

and other outside contractor relationships;

of new or updated research or reports by securities analysts;

use by investors or analysts of third-party data regarding our business that may not reflect

our operations;

• fluctuations

in the valuation of companies perceived by investors to be comparable to us;

price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

trades, block trades or short selling of our common stock;

or anticipated changes in our competitive position relative to our industry competitors;

• announcements

or implementation by our competitors of technological innovations or new products;

in laws or regulations applicable to our products or industry;

or departures of key personnel;

• capital-raising

activities or commitments;

shortages requiring suppliers to allocate minimum quantities;

commencement or conclusion of legal proceedings that involve us;

related to possible future acquisitions of technologies or businesses;

conditions specific to our industry, as well as general economic and market conditions;

events or factors, including those resulting from civil unrest, war, foreign invasions, terrorism,

or public health crises or responses to such events.

Furthermore, the stock markets

frequently experience extreme price and volume fluctuations that affect the market prices of equity securities of many companies.

fluctuations often have been unrelated or disproportionate to the operating performance of those companies.

These broad market and industry

fluctuations, as well as general economic, political, and market conditions such as recessions, elections, interest rate changes, or

international currency fluctuations, may negatively impact the market price of our common stock.

As a result of such fluctuations, you

may not realize any return on your investment in us and may lose some or all of your investment.

In the past, companies that have experienced

volatility in the market price of their stock have been subject to securities class action litigation or derivative litigation.

A sale of a substantial number of shares

of our common stock may cause the price of our common stock to decline and may impair our ability to raise capital in the future.

Our common stock is traded

on The NASDAQ Capital Market and, despite certain increases of trading volume from time to time, there have been periods when the market

for our common stock could be considered “thinly-traded,” meaning that the number of persons interested in purchasing our

3 unchanged sentences

could place downward pressure on the trading price of our stock the trading price of our stock could decline.

Additionally, we believe

a significant portion of our shares are held by shareholders that accumulated their shares during a time when our shares prices were significantly

less than our current share prices.

If these shareholders, some of which hold a substantial number of shares of our common stock, decide

to sell some or all of their shares at once without regard to the impact of their sales on the market price of our stock, the trading

price of our stock could decline.

In addition, the lack of a robust resale market may require a stockholder who desires to sell a large

number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market

price of our stock.

If our existing stockholders sell,

or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, including

shares issued upon the exercise of outstanding options or warrants or pursuant to the 2025 Purchase Agreement with Lincoln Park,

and the Roth Sales Agreement with Roth Capital, the market price of our common stock could decline.

Sales of a substantial number of shares

of our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that

we deem reasonable or appropriate.

We may become involved in securities class action litigation that could divert management’s attention

and harm our business.

Our common stock will be subject to potential delisting

if we do not maintain the listing requirements of the Nasdaq Capital Market.

Our common stock commenced trading

on The NASDAQ Capital Market on September 1, 2021.

We cannot assure you that an active trading market for our common stock will continue

to be sustained.

Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements.

Failure to maintain our listing, or de-listing from Nasdaq, would make it more difficult for stockholders to dispose of our securities

and more difficult to obtain accurate price quotations on our securities.

This could have an adverse effect on the price of our common

Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need

in the future, may also be materially and adversely affected if our common stock and/or other securities are not traded on a national

securities exchange.

If securities or industry analysts do not publish

research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading

volume could decline.

The trading market for most listed

companies’ securities depends in part on the research and reports that securities or industry analysts publish about them or their

We currently have no independent research analysts that cover our stock and we may not obtain research coverage by securities

and industry analysts until our products are commercialized and we obtain revenues, and there is no assurances that we will ever obtain

independent research analysts coverage.

If no securities or industry analysts commence coverage of us, the trading price for our common

stock could be negatively affected.

In the event any analyst who covers us downgrades our securities, the price of our securities would

likely decline.

If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase

of our securities could decrease, which could cause the price of our common stock and its trading volume to decline.

Our board of directors has the authority, without

stockholder approval, to issue preferred stock with terms that may not be beneficial to existing common stockholders and with the ability

to affect adversely stockholder voting power and perpetuate their control over us.

If our existing stockholders

sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, including

shares issued upon the exercise of outstanding options or warrants or pursuant to the Roth Sales Agreement, the market price of our common

stock could decline.

Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or

equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our common stock will be subject to potential

delisting if we do not maintain the listing requirements of the Nasdaq Capital Market.

Our common stock commenced

trading on The NASDAQ Capital Market on September 1, 2021.

We cannot assure you that an active trading market for our common stock will

continue to be sustained.

Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other

requirements.

Failure to maintain our listing, or de-listing from Nasdaq, would make it more difficult for stockholders to dispose of

our securities and more difficult to obtain accurate price quotations on our securities.

This could have an adverse effect on the price

of our common stock.

Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing

we may need in the future, may also be materially and adversely affected if our common stock and/or other securities are not traded on

a national securities exchange.

If securities or industry analysts do not

publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price

and trading volume could decline.

The trading market for most

listed companies’ securities depends in part on the research and reports that securities or industry analysts publish about them

or their business.

We currently have no independent research analysts that cover our stock and we may not obtain research coverage by

securities and industry analysts until our products are commercialized and we obtain revenues, and there is no assurances that we will

ever obtain independent research analysts coverage.

If no securities or industry analysts commence coverage of us, the trading price

for our common stock could be negatively affected.

In the event any analyst who covers us downgrades our securities, the price of our

securities would likely decline.

If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest

in the purchase of our securities could decrease, which could cause the price of our common stock and its trading volume to decline.

Our Board of Directors has the authority,

without stockholder approval, to issue preferred stock with terms that may not be beneficial to existing common stockholders and with

the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation,

9 unchanged sentences

preferred stock, if any.

Preferred stock could be used

to dilute a potential hostile acquirer.

Accordingly, any future issuance of preferred stock or any rights to purchase preferred stock

may have the effect of making it more difficult for a third party to acquire control of us.

This may delay, defer or prevent a change

of control or an unsolicited acquisition proposal.

The issuance of preferred stock also could decrease the amount of earnings attributable

to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including

voting rights, of the holders of our common stock and preferred stock.

Our articles of incorporation and amended and restated

bylaws, and certain provisions of Nevada corporate law, as well as certain of our contracts, contain provisions that could delay or prevent

a change in control even if the change in control would be beneficial to our stockholders.

Nevada law, as well as our articles

of incorporation, as amended, and amended and restated bylaws, contain anti-takeover provisions that could delay or prevent a change in

control of our Company, even if the change in control would be beneficial to our stockholders.

These provisions could lower the price

that future investors might be willing to pay for shares of our common stock.

Preferred stock could be

used to dilute a potential hostile acquirer.

Accordingly, any future issuance of preferred stock or any rights to purchase preferred

stock may have the effect of making it more difficult for a third party to acquire control of us.

This may delay, defer or prevent a

change of control or an unsolicited acquisition proposal.

The issuance of preferred stock also could decrease the amount of earnings

attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and

powers, including voting rights, of the holders of our common stock and preferred stock.

Our articles of incorporation and amended

and restated bylaws, and certain provisions of Nevada corporate law, as well as certain of our contracts, contain provisions that could

delay or prevent a change in control even if the change in control would be beneficial to our stockholders.

Nevada law, as well

as our articles of incorporation, as amended, and amended and restated bylaws, contain anti-takeover provisions that could delay or prevent

a change in control of our Company, even if the change in control would be beneficial to our stockholders.

These provisions could lower

the price that future investors might be willing to pay for shares of our common stock.

These anti-takeover provisions:

authorize our board of directors to create and issue, without stockholder approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt;

prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

empower our board of directors to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

provide that our board of directors be divided into three classes, with approximately one-third of the directors to be elected each year;

provide that special meetings of our stockholders may only be called by t he chairperson, president or chief executive officer, or by resolution of the board of directors or at the request in writing of stockholders owning 66 2/3% in amount of the entire capital stock of the Company issued and outstanding and entitled to vote;

establish advance notice procedures with regard to stockholder proposals relating to stockholder nominees for director and other stockholder proposals ;

provide that our board of directors is expressly authorized to adopt, amend or repeal our bylaws;

provide that our directors will be elected by a plurality of the votes cast in the election of directors.

Nevada Revised Statutes, the terms

of our employee stock option agreements and other contractual provisions may also discourage, delay or prevent a change in control of

Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest

in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these

sections do not apply.

Our articles of incorporation, as amended, and amended and restated bylaws do not state that these provisions do

The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by

setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things.

The statute contains certain

limitations and it may not apply to our Company.

Our 2016 Equity Incentive Plan includes change-in-control provisions that allow us to

grant options that may become vested immediately upon a change in control.

Our board of directors also has the power to adopt a stockholder

rights plan that could delay or prevent a change in control of our Company even if the change in control is generally beneficial to our

stockholders.

These plans, sometimes called “poison pills,” are oftentimes criticized by institutional investors or their

advisors and could affect our rating by such investors or advisors.

If our board of directors adopts such a plan, it might have the effect

of reducing the price that new investors are willing to pay for shares of our common stock.

Together, these charter, statutory

and contractual provisions could make the removal of our management and directors more difficult and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our common stock.

Furthermore, the existence of the foregoing

provisions, as well as the significant common stock beneficially owned by our founders, executive officers, and members of our board of

directors, could limit the price that investors might be willing to pay in the future for shares of our common stock.

They could also

deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an

our Board of Directors to create and issue, without stockholder approval, preferred stock,

thereby increasing the number of outstanding shares, which can deter or prevent a takeover

cumulative voting in the election of directors, which would otherwise allow less than a majority

of stockholders to elect director candidates;

our Board of Directors to fill any vacancy on our Board of Directors, whether such vacancy

occurs as a result of an increase in the number of directors or otherwise;

that our Board of Directors be divided into three classes, with approximately one-third of

the directors to be elected each year;

that special meetings of our stockholders may only be called by the chairperson, president

or chief executive officer, or by resolution of the Board of Directors or at the request

in writing of stockholders owning 66 2/3% in amount of the entire capital stock of the Company

issued and outstanding and entitled to vote;

advance notice procedures with regard to stockholder proposals relating to stockholder nominees

for director and other stockholder proposals;

that our Board of Directors is expressly authorized to adopt, amend or repeal our bylaws;

that our directors will be elected by a plurality of the votes cast in the election of directors.

Nevada Revised Statutes,

the terms of our employee stock option agreements and other contractual provisions may also discourage, delay or prevent a change in

control of our Company.

Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling

interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions

of these sections do not apply.

Our articles of incorporation, as amended, and amended and restated bylaws do not state that these provisions

do not apply.

The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company

by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things.

The statute contains

certain limitations and it may not apply to our Company.

Our 2025 Equity Incentive Plan includes change-in-control provisions that allow

us to grant options that may become vested immediately upon a change in control.

Our Board of Directors also has the power to adopt a

stockholder rights plan that could delay or prevent a change in control of our Company even if the change in control is generally beneficial

to our stockholders.

These plans, sometimes called “poison pills,” are oftentimes criticized by institutional investors or

their advisors and could affect our rating by such investors or advisors.

If our Board of Directors adopts such a plan, it might have

the effect of reducing the price that new investors are willing to pay for shares of our common stock.

Together, these charter,

statutory and contractual provisions could make the removal of our management and directors more difficult and may discourage transactions

that otherwise could involve payment of a premium over prevailing market prices for our common stock.

Furthermore, the existence of the

foregoing provisions, as well as the significant common stock beneficially owned by our founders, executive officers, and members of

our Board of Directors, could limit the price that investors might be willing to pay in the future for shares of our common stock.

could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common

stock in an acquisition.

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