What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-26 compared with 2025-04-07 · 41 added, 92 removed, 118 unchanged (53% of the section changed)

7 unchanged sentences

Relating to our Business

are a holding company the principal assets of which are illiquid, ownership interests in NetCo and NewStem.

Company’s primary assets are equity interests in NetCo and NewStem, including the residual value of relicensing the license formerly held

We are a 50% partner in NetCo.

Our President and Executive

Chairman, Jan Loeb, is also the Chairman of NewStem.

conduct no other business and, as a result, we depend entirely upon earnings and cash flow from NewStem and its technology and

If we decide in the future to pay dividends, as a holding company, our ability to pay dividends and meet other obligations depends

upon the receipt of dividends or other payments from our operating subsidiaries.

investments in NewStem and NetCo are illiquid.

shares in NewStem and its technology and our ownership interest in NetCo are illiquid and have extremely limited liquidity rights.

The transferability of these interests is restricted under federal and state securities laws and the governing documents of each of NewStem

are a holding company, the principal assets of which are illiquid rights to a licensing agreement.

Company’s primary asset is the residual value of relicensing the License formerly held by NewStem.

conduct no other business and, as a result, we depend entirely upon earnings and cash flow from the License held by Yissum.

If we decide in the future to pay dividends, as a holding company, our ability to pay dividends and meet other obligations depends upon

the receipt of profits from this license agreement.

depend on our executive officers and consultants and other key individuals along with the executive officers and key individuals of NewStem

1 unchanged sentence

to make up for such loss with qualified replacements.

believe that our continued growth and future success will depend in large part on the skills of our management team and the management

teams of NewStem, including subsequent monetization of the License and NetCo, and our partners’ respective abilities to motivate

and retain these individuals and other key individuals.

The loss of any of their service could reduce our ability to successfully implement

our long-term business strategy which may result in a loss of revenue, and the value of our common stock could be materially adversely

Leadership changes will occur from time to time and we cannot predict whether significant resignations will occur or whether

NewStem will be able to recruit additional qualified personnel.

We believe these management teams possess valuable knowledge about our,

NewStem’s and NetCo’s respective industries and that their knowledge and relationships would be very difficult to replicate.

The loss of key personnel, or the inability to recruit and retain qualified and talented personnel in the future, could have an adverse

effect on the respective businesses of NewStem and NetCo, and, consequently, our business, financial condition and/or operating results.

and NewStem have limited operating histories and have generated minimal revenue to date.

and NewStem have a limited operating history and do not have a meaningful historical record of sales and revenues, nor do we or NewStem

have an established business track record.

While we believe that we have the opportunity to be successful, there can be no assurance

that we will be successful in accomplishing our business initiatives, or that we will be able to achieve any significant levels of revenues

or net income.

believe that our future success will depend in large part on the skills of our management team and the management team of Yissum related

to subsequent monetization of the License.

The loss of any of the key individuals’ services could reduce our ability to successfully

implement our long-term business strategy which may result in a loss of revenue, and the value of our common stock could be materially

adversely affected.

Leadership changes will occur from time to time, and we cannot predict whether significant resignations will occur.

We believe these management teams possess valuable knowledge about our and former NewStem’s respective industries and that their

knowledge and relationships would be very difficult to replicate.

The loss of key personnel, or the inability to recruit and retain qualified

and talented personnel in the future, could have an adverse effect on our business, financial condition and/or operating results.

have limited operating histories and have generated minimal revenue to date.

have a limited operating history and do not have a meaningful historical record of sales and revenues, nor do we have an established

business track record.

While we believe that we have the opportunity to be successful, there can be no assurance that we will be successful

in accomplishing our business initiatives, or that we will be able to achieve any significant levels of revenue or net income.

have identified material weaknesses in our internal control and procedures and internal control over financial reporting.

11 unchanged sentences

detected on a timely basis.

technological change could cause products to become obsolete, and if NewStem does not enhance its product offerings through research

and development efforts, it may be unable to effectively compete.

from NewStem’s efforts will depend upon Yissum’s ability to relicense the technology supported by the License.

technological change could cause the License to become obsolete.

from NewStem’s efforts will depend upon the ability of Yissum to relicense the technology supported by the License.

technologies underlying NewStem’s products and the license technology are subject to rapid and profound technological change.

1 unchanged sentence

We can give no assurance that others will not

develop services, products, or processes with significant advantages over the products, services, and processes that has developed.

such occurrence could have a material and adverse effect on our business, results of operations and financial condition.

develop services, products, or processes with significant advantages over the products, services, and processes that have developed.

Any such occurrence could have a material and adverse effect on our business, results of operations and financial condition.

plans to find new users for the technology based on the License.

7 unchanged sentences

the necessary regulatory clearances or approvals for new products or product enhancements.

value of our investment in NetCo and our ability to receive distributions may be affected by disputes between the Company and C.P.

our partner in NetCo.

Company and C.P.

Group each hold a 50% interest in NetCo.

The joint venture agreement governing NetCo provides for mutual decision making

among the Company and C.P.

Group generally (subject to exceptions) and arbitration in the event any controversy or disagreement arises.

The Company and C.P.

Group were previously in arbitration as to ongoing scope and the operation of NetCo.

This arbitration was concluded

in July 2023.

The arbitrator ruled against the Company on certain key issues of the arbitration and in the Company’s favor on two

key issues of the arbitration.

However, if we are unable proceed in the sale of our interest in NetCo to our Joint Venture partner or

the successful utilization of the joint venture assets in a manner favorable to the Company, our investment in NetCo and our ability

to continue to receive distributions from our interest in NetCo could have an adverse effect on our business, financial condition or

operating results.

business is intensely competitive and “hit” driven.

NetCo may not deliver “hit” products and services, or consumers

may prefer a competitors’ products or services over NetCo.

in the publishing and video game industries is intense.

Many new products and services are regularly introduced in each major industry

segment (console, mobile and PC), but only a relatively small number of “hit” titles account for a significant portion of

total revenue in each segment.

NetCo’s competitors range from established interactive entertainment companies and diversified media

companies to emerging start-ups, and we expect new competitors to continue to emerge throughout the world.

If NetCo’s competitors

develop and market more successful and engaging products or services, offer competitive products or services at lower price points, or

if NetCo does not develop high-quality, well-received and engaging products and services, NetCo and our revenue, margins, and profitability

will decline.

NetCo fails to develop relationships with new creative talent, its business could be adversely affected.

business, in particular the trade publishing and media portions of the business, is highly dependent on maintaining strong relationships

with the authors, illustrators and other creative talent who produce the products and services that are sold to its customers.

weakening of these relationships, or the failure to develop successful new relationships, could have an adverse impact on NetCo and the

Company’s business and financial performance.

relating to our common stock

our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

are a holding company whose primary assets are our ownership of equity interests in NewStem and NetCo.

We conduct no other business and,

as a result, we depend entirely upon NewStem’s and NetCo’s earnings and cash flow.

If we decide in the future to pay dividends,

as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments

from NewStem or NetCo.

NewStem and/or NetCo may be restricted in their ability to pay dividends, make distributions or otherwise transfer

funds to us prior to the satisfaction of other obligations, including the payment of operating expenses or debt service, appropriation

to reserves prescribed by laws and regulations, covering losses in previous years, restrictions on the conversion of local currency into

dollars or other hard currency, completion of relevant procedures with governmental authorities or banks and other regulatory restrictions.

We do not presently have any intention to declare or pay dividends in the future.

You should not purchase shares of our common stock

in anticipation of receiving dividends in future periods.

are a holding company whose primary asset is our right to income from the License.

We currently conduct no other business and, as a result,

we depend entirely upon cash flow from the License.

If we decide in the future to pay dividends, as a holding company, our ability to

pay dividends and meet other obligations depends upon the receipt of cash flow from the License.

We do not presently have any intention

to declare or pay dividends in the future.

You should not purchase shares of our common stock in anticipation of receiving dividends

in future periods.

we do not intend to pay any cash dividends on our common stock, our shareholders will not be able to receive a return on their shares

1 unchanged sentence

intend to retain any future earnings to reduce debt.

We do not anticipate paying any cash dividends

on our common stock in the foreseeable future.

Unless we pay dividends, our shareholders will not be able to receive a return on their

shares unless they sell them.

Shareholders may never be able to sell shares when desired.

Before you invest in our securities, you should

be aware that there are various risks.

You should consider carefully these risk factors, together with all of the other information included

in this annual report before you decide to purchase our securities.

If any of the following risks and uncertainties develop into actual

events, our business, financial condition or results of operations could be materially adversely affected.

We do not anticipate paying any cash dividends on our common stock in the foreseeable

Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them.

may never be able to sell shares when desired.

Before you invest in our securities, you should be aware that there are various risks.

You should consider carefully these risk factors, together with all of the other information included in this annual report before you

decide to purchase our securities.

If any of the following risks and uncertainties develop into actual events, our business, financial

condition or results of operations could be materially adversely affected.

requirement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and compliance with the Sarbanes-Oxley

76 unchanged sentences

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