What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-03-27 · 242 added, 173 removed, 976 unchanged (30% of the section changed)

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which may make it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those

acquired Orgad and Naiz and may in the future engage in additional acquisitions, joint ventures or collaborations which may increase

our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other

acquired Orgad and Naiz and are seeking in the future to engage in additional acquisitions, joint ventures or collaborations which

may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject

us to other risks.

We may not realize the benefits of these acquisitions, joint ventures or collaborations.

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have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.

realized a net loss of approximately $4.0 million and $6.4 million for the years ended December 31, 2024 and 2023 and had an accumulated

deficit of $63.9 million as of December 31, 2024.

Because of the numerous risks and uncertainties associated with the development and

commercialization of our products and business, we are unable to predict the extent of any future losses or when we will become profitable,

Expected future operating losses will have an adverse effect on our cash resources, shareholders’ equity and working

Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital, expand

our business, maintain our development efforts, or continue our operations.

A decline in our value could also cause you to lose all or

part of your investment in us.

realized a net loss of approximately $5.9 million and $4.0 million for the years ended December 31, 2025 and 2024, respectively,

and had an accumulated deficit of $69.7 million as of December 31, 2025.

Because of the numerous risks and uncertainties associated with

the development and commercialization of our products and business, we are unable to predict the extent of any future losses or when

we will become profitable, if at all.

Expected future operating losses will have an adverse effect on our cash resources, shareholders’

equity and working capital.

Our failure to become and remain profitable could depress the value of our stock and impair our ability to

raise capital, expand our business, maintain our development efforts, or continue our operations.

A decline in our value could also cause

you to lose all or part of your investment in us.

is difficult to forecast our future performance, which may cause our financial results to fluctuate unpredictably.

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

Management has concluded

that there is substantial doubt about our ability to continue as a going concern which could prevent us from obtaining new financing on

reasonable terms or at all.

We have incurred significant losses

and negative cash flows from operations and have an accumulated deficit that raises substantial doubt about its ability to continue as

a going concern.

Our audited consolidated financial statements for the year ended December 31, 2024 were prepared under the assumption

that we would continue our operations as a going concern.

Our independent registered public accounting firm has included a “going

concern” explanatory paragraph in its report on our financial statements for the year ended December 31, 2024.

If we are unable

to improve our liquidity position, by, among other things, raising capital through public or private offerings or reducing our expenses,

we may exhaust our cash resources and will be unable to continue our operations.

If we cannot continue as a viable entity, our shareholders

would likely lose most or all of their investment in us.

has concluded that there is substantial doubt about our ability to continue as a going concern which could prevent us from obtaining

new financing on reasonable terms or at all.

have incurred significant losses and negative cash flows from operations and have an accumulated deficit that raises substantial doubt

about its ability to continue as a going concern.

Our audited consolidated financial statements for the year ended December 31, 2025

were prepared under the assumption that we would continue our operations as a going concern.

Our independent registered public accounting

firm has included a “going concern” explanatory paragraph in its report on our financial statements for the year ended December

If we are unable to improve our liquidity position, by, among other things, raising capital through public or private offerings

or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations.

If we cannot continue as a

viable entity, our shareholders would likely lose most or all of their investment in us.

Related to Our Company and Our Business

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would have an adverse impact on our operating results and could cause our stock price to decline.

acquired Orgad and Naiz and may in the future engage in additional acquisitions, joint ventures or collaborations which may increase

our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

We may not realize the benefits of these acquisitions, joint ventures or collaborations.

acquired, ShoeSize.Me, Casi Nuevo’s Production Unit, Orgad and Naiz Fit and are seeking in the future to engage in additional

acquisitions, joint ventures or collaborations which may increase our capital requirements, dilute our shareholders, cause us to

incur debt or assume contingent liabilities, and subject us to other risks.

We may not realize the benefits of these acquisitions,

joint ventures or collaborations.

order to reduce time to market and obtain complementary technologies, we are seeking to acquire technologies and businesses that are

synergistic to our product offering.

For example, during 2022, we acquired Orgad, which operates an omnichannel e-commerce platform,

and Naiz Fit, which provides SaaS technology solutions that solve size and fit issues for fashion ecommerce companies.

We evaluate from

time to time various acquisitions and collaborations, including licensing or acquiring technologies, intellectual property rights, or

For example, during 2025, we acquired ShoeSize.Me, a European SaaS company specializing in AI-powered

footwear sizing and fit solutions, and Casi Nuevo’s Production Unit, and during 2022, we acquired Orgad, which operates an omnichannel

e-commerce platform, and Naiz Fit, which provides SaaS technology solutions that solve size and fit issues for fashion ecommerce companies.

We evaluate from time to time various acquisitions and collaborations, including licensing or acquiring technologies, intellectual property

rights, or businesses.

The process for acquiring a company may take from several months up to a year and costs can vary greatly.

We may also compete

with others to acquire companies, and such competition may result in decreased availability of, or an increase in price for, suitable

acquisition candidates.

In addition, we may not be able to consummate acquisitions or investments that we have identified as crucial

to the implementation of our strategy for other commercial or economic reasons.

As a result, it may be more difficult for us to identify

suitable acquisition or investment targets or to consummate acquisitions or investments on acceptable terms or at all.

If we are not

able to execute on any acquisition, we may not be able to achieve a future growth strategy and may lose market share.

addition, the acquisition of Orgad, Naiz Fit and any potential future acquisition, joint venture or collaboration may entail numerous

potential risks, including:

also compete with others to acquire companies, and such competition may result in decreased availability of, or an increase in price

for, suitable acquisition candidates.

In addition, we may not be able to consummate acquisitions or investments that we have identified

as crucial to the implementation of our strategy for other commercial or economic reasons.

As a result, it may be more difficult for

us to identify suitable acquisition or investment targets or to consummate acquisitions or investments on acceptable terms or at all.

If we are not able to execute on any acquisition, we may not be able to achieve a future growth strategy and may lose market share.

addition, the acquisition of ShoeSize.Me, Casi Nuevo’s Production Unit, Orgad, Naiz Fit and any potential future acquisition, joint

venture or collaboration may entail numerous potential risks, including:

operating expenses and cash requirements;

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which would have a dilutive effect on our existing shareholders.

For example, in partial consideration for the acquisition of Orgad,

we agreed to issue up to 111,602 shares of our common stock and in the Naiz acquisition we issued 240,000 shares of our common stock.

Furthermore, if we undertake acquisitions, we may incur large one-time expenses and acquire intangible assets that could result in significant

future amortization expense.

For example, in partial consideration for the acquisition of ShoeSize.Me,

we agreed to issue up to 269,093 shares of our common stock, in the acquisition of Orgad, we agreed to issue up to 111,602 shares of

our common stock and in the Naiz acquisition we issued 240,000 shares of our common stock.

Furthermore, if we undertake acquisitions,

we may incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense.

we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations

and financial condition may be adversely affected.

believe that enhancing the “Naiz Fit” brand identity and increasing market awareness of our company and products, is critical

believe that enhancing our brand identity and increasing market awareness of our company and products, is critical

to achieving widespread acceptance of our products.

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is uncertain at this point.

Additionally,

we expect to see increasing government and supranational regulation and ethical concerns related to AI use, which may also significantly

increase the burden and cost of research, development and compliance in this area.

The rapid evolution of AI will require the application

of significant resources to design, develop, test and maintain our technology and products to help ensure that AI is implemented in accordance

with applicable laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts.

The legal landscape and subsequent legal protection for the use of AI remains uncertain, and development of the law in this area could

impact our ability to enforce our intellectual property or proprietary rights or protect against infringing uses.

If we do not have sufficient

rights to use the data on which AI relies or to the outputs produced by AI applications, we may incur liability through the violation

of certain laws, third-party privacy or other rights or contracts to which we are a party.

Our use of AI applications may also, in the

future, result in cybersecurity incidents that implicate the personal data of customers.

Any such cybersecurity incidents related to

our use of AI applications could adversely affect our reputation and results of operations.

partners or other third-party service providers may also incorporate AI tools into their own offerings, and the providers of these AI

tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to intellectual property, data

privacy and cybersecurity.

Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage

in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property.

of these effects could damage our reputation, result in the loss of valuable property and information, cause us to breach applicable

laws and regulations, or otherwise adversely impact our business.

products and our business are subject to a variety of U.S.

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face significant competition in every aspect of our business.

Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit,

Smart Measure andFit Analytics and 3DLook.

These companies may already have an established market in our industry.

Most of these companies

have significantly greater financial and other resources than us and have been developing their products and services longer than we

have been developing ours.

Our competitors may already have an established market in our industry.

of these competitors have significantly greater financial and other resources than us and have been developing their products and services

longer than we have been developing ours.

addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other

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our business.

Public companies have recently faced scrutiny

related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants

and other stakeholder groups.

Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse

impacts on our business, financial condition or results of operations.

If our ESG practices and reporting do not meet investor or other

stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters.

Our failure to comply with any

applicable ESG rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention.

Such ESG matters may also impact our third-party contract manufacturers and other third parties on which we rely, which may augment or

cause additional impacts on our business, financial condition, or results of operations

companies have recently faced scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder

advocacy groups, other market participants and other stakeholder groups.

Such scrutiny may result in increased costs, enhanced compliance

or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations.

If our ESG practices

and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding

such matters.

Our failure to comply with any applicable ESG rules or regulations could lead to penalties and adversely impact our reputation,

access to capital and employee retention.

Such ESG matters may also impact our third-party contract manufacturers and other third parties

on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations

business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions

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and the Israeli military began to call-up reservists for active duty.

None of our full-time or part-time employees in Israel were called

up for reserve service.

Military service call ups that result in absences of personnel from us for an extended period of time may materially

and adversely affect our business, prospects, financial condition and results of operations.

addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon

(with the Hezbollah terror organization) and on other fronts from various extremist groups in the region, such as the Houthi movement

in Yemen and various rebel militia groups in Syria and Iraq.

It is possible that hostilities with Hezbollah in Lebanon will escalate,

and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries,

such as Iran, will join the hostilities.

Such clashes may escalate in the future into a greater regional conflict.

Israel has carried

out a number of targeted strikes on sites belonging to these terror organizations and, in October 2024, Israel began ground operations

against Hezbollah in Lebanon culminating in a cease fire agreed to between Israel and Lebanon on November 27, 2024, the results

of which are uncertain.

In addition, Iran, on two occasions, launched direct attacks on Israel involving hundreds of drones and missiles,

prompting Israeli air defenses and retaliatory strikes, and Iran has threatened to continue to attack Israel and is widely believed to

be developing nuclear weapons.

Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in

Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria.

These situations may potentially

escalate in the future to more violent events which may affect Israel and us.

Any armed conflicts, terrorist activities or political

instability in the region could adversely affect business conditions, could harm our results of operations and could make it more difficult

for us to raise capital.

Parties with whom we do business may decline to travel to Israel during periods of heightened unrest or tension,

forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.

In addition, the political

and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they

are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

in the past, the State of Israel and Israeli companies have been subjected to economic boycotts.

Several countries still restrict business

with the State of Israel and with Israeli companies.

These restrictive laws and policies may have an adverse impact on our operating

results, financial condition or the expansion of our business.

Any hostilities involving Israel or the interruption or curtailment of

trade between Israel and its trading partners could adversely affect our operations and results of operations.

In recent years, the hostilities

involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of our

consultants are located, and negatively affected business conditions in Israel.

Since the war broke out on October

7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations.

In particular, most of our operations are in Spain.

However, the intensity and duration of Israel’s current war against Hamas is

difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s

economy in general.

If the ceasefire declared collapse or a new war commences or hostilities expand to other fronts, our operations may

be adversely affected.

In October 2025, a ceasefire was brokered between Israel and Hamas.

However, we cannot predict if and to what extent this ceasefire will remain in effect or upheld.

None of our full-time or part-time employees

in Israel were called up for reserve service.

Military service call ups that result in absences of personnel from us for

an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations.

addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with

Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in the region, such as the Houthi

movement in Yemen and various rebel militia groups in Syria and Iraq.

It is possible that hostilities with Hezbollah in Lebanon will

escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other

hostile countries, such as Iran, will join the hostilities.

Such clashes may escalate in the future into a greater regional

Israel has carried out a number of targeted strikes on sites belonging to these terror organizations and, in October 2024,

Israel began ground operations against Hezbollah in Lebanon culminating in a ceasefire agreed to between Israel and Lebanon on

November 27, 2024, but in March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed

its attacks as part of a broader regional escalation.

In response, Israel resumed military operations against Hezbollah in Lebanon.

In addition, in June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel

launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s

capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program.

In response, Iran

launched multiple waves of drones and ballistic missiles at Israeli cities.

While a ceasefire was reached in June 2025 following 12

days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran,

including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s

capacity to conduct or support hostile operations against them.

In response, Iran has fired missiles and drones toward population

centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes

forces and allied bases throughout the Gulf region.

A two-week ceasefire was brokered in April 2026 to allow the

parties to negotiate, but its durability and the prospects for a successful agreement remain uncertain.

Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas

in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria.

These situations may

potentially escalate in the future to more violent events which may affect Israel and us.

Any armed conflicts, terrorist activities

or political instability in the region could adversely affect business conditions, could harm our results of operations and could

make it more difficult for us to raise capital.

Parties with whom we do business may decline to travel to Israel during periods of

heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face

In addition, the political and security situation in Israel may result in parties with whom we have agreements involving

performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force

majeure provisions in such agreements.

Further, in the past, the State of Israel and Israeli companies have been subjected to

economic boycotts.

Several countries still restrict business with the State of Israel and with Israeli companies.

These restrictive

laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business.

hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely

affect our operations and results of operations.

In recent years, the hostilities involved missile strikes against civilian targets

in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected

business conditions in Israel.

the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced

disruptions to our business operations.

In particular, most of our operations are in Spain and the U.S.

However, if any of the

ceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely

commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle

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debate and unrest.

Actual or perceived political instability in Israel

or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and,

in turn, our business, financial condition, results of operations and growth prospects.

Actual or perceived political instability in Israel or any negative changes in the political environment, may individually

or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth

may be difficult to enforce a non-Israeli judgment against the Company or its officers and directors.

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international operations expose us to the following risks which may have a material adverse effect on our business and operating results:

and fluctuations in currency exchange rates including fluctuations between the U.S.

devaluations and fluctuations

in currency exchange rates including fluctuations between the U.S.

dollar and the NIS and the Russian Ruble;

of compliance with local laws, including labor laws and intellectual property laws;

with domestic and foreign government policies;

in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;

with applicable foreign anti-corruption laws, anti-trust/competition laws, anti-Boycott Israel law and anti-money laundering laws;

and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, international

hostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., the COVID-19 pandemic)

and military and political alliances.

costs of compliance with

local laws, including labor laws and intellectual property laws;

compliance with domestic

and foreign government policies;

changes in trade regulations

and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;

compliance with applicable

foreign anti-corruption laws, anti-trust/competition laws, anti-Boycott Israel law and anti-money laundering laws;

economic and geopolitical

developments and conditions, including ongoing instability in global economies and financial markets, international hostilities,

acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., the COVID-19 pandemic) and military

and political alliances.

Related to Our Common Stock

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stock could fluctuate widely in response to several factors, including:

quarterly or annual operating results;

in our earnings estimates;

recommendations by securities analysts following our business or our industry;

or departures of key personnel;

in the business, earnings estimates or market perceptions of our competitors;

failure to achieve operating results consistent with securities analysts’ projections;

in industry, general market or economic conditions;

announcements

of legislative or regulatory changes;

disasters (including for example, the fire in the Orgad warehouse in January 2023) and political and economic instability, including

wars, terrorism, political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies

(or concerns over the possibility of such an emergency, including for example, the recent resurgence of the COVID-19 pandemic), boycotts,

adoption or expansion of government trade restrictions, and other business restrictions.

our quarterly or annual

operating results;

changes in our earnings

investment recommendations

by securities analysts following our business or our industry;

additions or departures

of key personnel;

changes in the business,

earnings estimates or market perceptions of our competitors;

our failure to achieve

operating results consistent with securities analysts’ projections;

changes in industry, general

market or economic conditions;

announcements of legislative

or regulatory changes;

natural disasters (including

for example, the fire in the Orgad warehouse in January 2023) and political and economic instability, including wars, terrorism,

political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies (or concerns

over the possibility of such an emergency, including for example, the recent resurgence of the COVID-19 pandemic), boycotts, adoption

or expansion of government trade restrictions, and other business restrictions.

stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices

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would result in dilution of shareholders’ interests in the company and could depress our stock price.

Certificate of Incorporation currently authorizes 250,000,000 shares of common stock, of which 2,110,748 are currently outstanding as

of March 10, 2025 and our board of directors is authorized to issue additional shares of our common stock.

Although our board of directors

intends to utilize its reasonable business judgment to fulfil its fiduciary obligations to our then existing stockholders in connection

with any future issuance of our capital stock, the future issuance of additional shares of our capital stock could cause immediate, and

potentially substantial, dilution to our existing stockholders, which could also have a material effect on the market value of the shares.

Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptive rights, which

means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their

proportionate share of such offered shares.

Therefore, any additional sales of stock by us could dilute your ownership interest in our

Certificate of Incorporation currently authorizes 250,000,000 shares of common stock, of which 4,639,784 are currently outstanding

as of April 14, 2026 and our board of directors is authorized to issue additional shares of our common stock.

our board of directors intends to utilize its reasonable business judgment to fulfil its fiduciary obligations to our then existing

stockholders in connection with any future issuance of our capital stock, the future issuance of additional shares of our capital

stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a material

effect on the market value of the shares.

Further, other than certain participation rights that we have granted in a past offering,

our shares do not have preemptive rights, which means we can sell shares of our capital stock to other persons without offering

purchasers in this offering the right to purchase their proportionate share of such offered shares.

Therefore, any additional sales

of stock by us could dilute your ownership interest in our Company.

quarterly operating results may fluctuate significantly .

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factors, including:

in the level of expenses related to our research and development;

lawsuits in which we may become involved;

developments affecting our products;

execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.

variations in the level

of expenses related to our research and development;

any lawsuits in which we

may become involved;

regulatory developments

affecting our products;

our execution of any collaborative,

licensing or sales agreements, and the timing of payments under these arrangements.

our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could

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In particular, the Certificate of Incorporation, Bylaws and Delaware law, as applicable, among other

the board of directors with the ability to alter the Bylaws without stockholder approval;

classification of our board of directors;

limitations on the removal of directors;

that vacancies on the Board of Directors may be filled by a majority of directors in office, although less than a quorum;

that stockholder actions must be affected at a duly called stockholder meeting and generally prohibiting stockholder actions by written

the ability of stockholders to call a special meeting of stockholders;

advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon

at duly called stockholder meetings.

provide the board of directors

with the ability to alter the Bylaws without stockholder approval;

the classification of our

board of directors;

place limitations on the

removal of directors;

provide that vacancies

on the Board of Directors may be filled by a majority of directors in office, although less than a quorum;

require that stockholder

actions must be affected at a duly called stockholder meeting and generally prohibiting stockholder actions by written consent;

eliminate the ability of

stockholders to call a special meeting of stockholders;

establish advance notice

requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon at duly called

stockholder meetings.

are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations”

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trading days and that we maintain a minimum of $2,500,000 in shareholders’ equity.

have in the past fallen out of compliance with certain continued listing standards including the minimum bid price requirement

although we have subsequently been able to regain compliance.

No assurance however can be given that we will continue to be in

compliance with the continued listing requirements of the Nasdaq Capital Market.

Failure to meet applicable Nasdaq continued listing

standards could result in a delisting of our common stock.

A delisting of our common stock from Nasdaq could materially reduce the

liquidity of our common stock and result in a corresponding material reduction in the price of our common stock.

delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and

may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

have in the past fallen out of compliance with certain continued listing standards including the minimum bid price requirement although

we have subsequently been able to regain compliance.

No assurance however can be given that we will continue to be in compliance with

the continued listing requirements of the Nasdaq Capital Market.

Failure to meet applicable Nasdaq continued listing standards could

result in a delisting of our common stock.

A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common

stock and result in a corresponding material reduction in the price of our common stock.

In addition, delisting could harm our ability

to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of

confidence by investors, employees and fewer business development opportunities.

January 2026, Nasdaq proposed to strengthen its continued listing standards by requiring all companies listed on the Nasdaq Global or

Capital Markets to maintain a minimum Market Value of Listed Securities (MVLS) of at least $5 million.

If a company’s MVLS falls

below this threshold for 30 consecutive business days, Nasdaq will immediately suspend trading and delist the company’s securities,

with no compliance or cure period.

While companies may request a hearing to challenge a delisting determination, trading will remain

suspended throughout the appeals process, and the hearing panel can only reverse the decision if Nasdaq staff made a factual error.

this proposed rule is approved and adopted, any sustained decline in our MVLS below $5 million could result in the immediate suspension

and delisting of our securities from Nasdaq, which would materially and adversely affect the liquidity and market price of our shares

and could negatively impact our ability to raise capital or attract investors.

Our MVLS over the 30 consecutive business days as of April

12, 2026 has been approximately $2.8 million.

exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing

stockholders.

of March 10, 2025, we had outstanding warrants to acquire 813,971 shares of our common stock and stock options to purchase 14,538

of April 14, 2026, we had outstanding warrants to acquire 1,005,062 shares of our common stock and stock options to purchase 11,376

shares of our common stock, which warrants and options are exercisable for prices ranging between $0.01 and $338.

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the term of such options and warrants range from 0.5 years to 4.7 years.

If a significant number of such warrants and stock options

are exercised by the holders, the percentage of our common stock owned by our existing stockholders will be diluted.

If a significant number of such warrants and

stock options are exercised by the holders, the percentage of our common stock owned by our existing stockholders will be

our common stock to become subject to the penny stock rules then this could result in U.S.

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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