What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-04-07 compared with 2024-04-01 · 46 added, 100 removed, 164 unchanged (47% 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 NewStem and NetCo.

Company’s primary assets are equity interests in NewStem and NetCo.

Our President and Executive Chairman, Jan Loeb, is also the

Chairman of NewStem and through this shared management structure along with our 30.51% ownership interest in NewStem, we are able to

exert significant influence over the operations of NewStem.

Additionally, we are a 50% partner in NetCo and through our ownership interest.

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

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.

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 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 and NetCo.

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

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

2 unchanged sentences

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 and NetCo, and our partners’ respective abilities to motivate and retain these individuals and other key individuals.

Jan Loeb, our President and Executive Chairman, is also the Chairman of NewStem, and therefore has the shared responsibility of growing

the business and operations of NewStem.

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 affected.

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.

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.

19 unchanged sentences

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

future business success will depend upon its ability to maintain and enhance its product portfolio with respect to advances in technological

improvements for certain products that meet customer needs and market conditions in a cost-effective and timely manner.

NewStem may not

be successful in gaining access to new products that successfully compete or are able to anticipate customer needs and preferences, and

customers may not accept one or more of its products.

If NewStem fails to keep pace with evolving technological innovations or fails

to modify its products and services in response to customers’ needs or preferences, then NewStem’s and our business, financial

condition and results of operations could be adversely affected.

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

Competition intensifies as technical

advances in each field are made and become more widely known.

We can give no assurance that others will not develop services, products,

or processes with significant advantages over the products, services, and processes that NewStem offers or is seeking to develop.

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

plans to enhance and broaden its product offerings in response to changing customer demands and competitive pressure and technologies.

The success of any new product offering or enhancement to an existing product will depend on numerous factors, including the ability

from NewStem’s efforts will depend upon Yissum’s ability 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.

intensifies as technical advances in each field are made and become more widely known.

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.

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

The success of a future licensee to enhance and broaden its product

offerings in response to changing customer demands and competitive pressure and technologies will depend on numerous factors, including

the ability to:

identify and anticipate physician and patient needs;

3 unchanged sentences

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

NewStem does not develop and, when necessary, obtain regulatory clearance or approval for new products or product enhancements in time

to meet market demand, or if there is insufficient demand for these products or enhancements, its results of operations will suffer.

NewStem’s research and development efforts may require a substantial investment of time and resources before it is adequately able

to determine the commercial viability of a new product, technology, material or other innovation.

In addition, even if NewStem is able

to successfully develop enhancements or new generations of its products, these enhancements or new generations of products may not produce

sales in excess of the costs of development, and they may be quickly rendered obsolete by changing customer preferences or the introduction

by competitors of products embodying new technologies or features.

ongoing viability as a company depends on NewStem’s ability to successfully develop and commercialize its products.

is principally focused on utilizing proprietary hPSCs and HhPSCs in the development of diagnostic and therapeutic products in oncology.

NewStem must develop diagnostics and therapeutics successfully test them for safety and efficacy in the targeted patient population and

manufacture the finished drugs on a commercial scale to meet regulatory standards and receive regulatory approvals.

The development and

commercialization process is both time-consuming and costly, and involves a high degree of business risk.

The results of pre-clinical

and clinical testing of product candidates are uncertain, and there can be no assurance that NewStem will be able to obtain regulatory

approvals of its product candidates.

If obtained, regulatory approval may take longer or be more expensive than anticipated.

even if regulatory approvals are obtained, NewStem’s products may not perform as we expect and NewStem may not be able to successfully

and profitably produce and market any products.

Delays in any part of the process or our inability to obtain regulatory approval of such

products could adversely affect NewStem’s and, therefore, NovelStem’s future operating results by restricting (or even prohibiting)

the introduction and sale of such products.

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

1 unchanged sentence

Company and C.P.

Group each own 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.

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.

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 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.

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.

33 unchanged sentences

unless they sell them.

intend to retain any future earnings to finance the development and expansion of our business.

intend to retain any future earnings to reduce debt.

We do not anticipate paying any cash dividends

9 unchanged sentences

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

are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies could make our common

stock less attractive to investors.

are an emerging growth company.

Under the JOBS Act, emerging growth companies can take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies including, without limitation, reduced disclosure obligations regarding executive

compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a non-binding advisory shareholder

vote on executive compensation and golden parachute payments, exemption from the requirement of auditor attestation in the assessment

of our internal control over financial reporting and exemption from any requirement that may be adopted by the Public Company Accounting

Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information

about our audit and the financial statements (auditor discussion and analysis).

As a result of the foregoing, the information that we

provide shareholders may be different than what is available with respect to other public companies.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards.

We plan to elect

to use the extended period for compliance and, as a result, our financial statements may not be comparable to companies that comply with

public company effective dates.

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

31 unchanged sentences

continued increased costs associated with operating as a public company may decrease our net income or increase our net loss and may

cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of

such increased costs.

Additionally, if these requirements divert our management’s attention from other business concerns, they

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

cause us to reduce costs in other areas of our business.

Additionally, if these requirements divert our management’s attention

from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

is a very limited trading market for our common stock and investors are not assured of the opportunity to sell their stock, should they

39 unchanged sentences

to effectively carry out our business plan.

Unresolved Staff Comments.

corporate office is located at 2255 Glades Road, Boca Raton, FL 33431.

We believe that our facilities are adequate for current operations.

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