What changed in this filing

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Item 1A. Risk Factors

2023-11-13 compared with 2023-08-14 · 38 added, 67 removed, 7 unchanged (94% of the section changed)

2 unchanged sentences

2022 filed with the SEC on March 30, 2023, as well as the following updated Risk Factor:

have ceased all but essential business and operations while we pursue a possible strategic transaction.

recently reduced our employee headcount via furloughs and layoffs to five employees, including our President and Chief Executive Officer

and Chief Financial Officer and two key employees considered important to a possible sale of the company or all or a portion of its assets

and support of current customers.

We also have discontinued all product development activities and ceased to pursue new customers.

of July 31, 2023, we had cash on hand of approximately $365,489 including $135,000 of proceeds from the recent sale of equipment, which

we believe will be sufficient to support our current customers and pay employee costs and other anticipated expenses through August 31,

In the meantime, we continue to explore a possible reverse merger, sale of the company or all or a portion of its assets, and other

alternatives.

is no assurance that we will be able to enter into a definitive agreement with respect to a possible transaction or sell the company

or any of its assets or, if so, on what terms, or avoid our dissolution and liquidation or bankruptcy.

have received several written, non-binding proposals to purchase selected assets of the company or acquire the company in a merger or

reverse merger and are in talks regarding the respective proposals.

As of this date, we have not entered into a definitive agreement

regarding a possible transaction and there is no assurance, that we will be able to enter into a definitive agreement with respect to

a possible transaction or sell the company or any of its assets or, if so, when, or on what terms, or avoid our dissolution and liquidation

or bankruptcy.

we are unable to sell the company or its assets through one or more transactions, we will require additional financing to continue our

operations, and there is substantial doubt regarding our ability to continue as a going concern.

believe our cash on hand of approximately $365,489, including $135,000 of proceeds from the recent

sale of equipment, and anticipated revenues, each as of July 31, 2023, are sufficient to fund our remaining anticipated operating

costs and capital expenditure requirements only through August 31, 2023.

If we are unable to sell the company or its assets through one

or more transactions, we will need to raise additional financing to fund our operations, maintain compliance with NASDAQ listing requirements

and continue our business operations.

Except for the sales agreement with the sales agent in connection with our At-the Market offering, we

have no current understanding or arrangement to obtain any additional financing.

In light of the foregoing, there is substantial

doubt our ability to continue as a going concern and the report of our registered independent public

accounting firm on our financial statements as of and for the year ended December 31, 2022 contains a going concern qualification .

may be unable to protect our intellectual property rights.

success depends in part on the ability to protect our intellectual property and proprietary technology, and t he

enforcement of intellectual property rights is subject to considerable uncertainty and can be expensive and time-consuming.

example, we recently notified two companies that we believe their respective products use our patented technology and offered to discuss

their licensing of our technology.

We have received no constructive response to our offer, however, and no decision has been made with

respect to any further action to address these matters.

have curtailed certain business activities pending the completion of the Divergent and NextTrip transactions.

As of September 30, 2023, we had cash on hand of $556,087, and on October

13, 2023, we raised an additional $772,468 in net proceeds from the sale of common stock pursuant to our ATM Agreement.

With these additional

proceeds, the Company estimates that it has sufficient cash and working capital to fund its scaled-back operations as described below

pending the completion our asset sale with Divergent Technologies, Inc.

and our acquisition of NextTrip Holdings, Inc., or through March

The Company reduced its employee headcount, and discontinued product development activities for the time being to ensure lowered

The Company is continuing to operate and support its existing customers who have maintenance agreements and leases in place,

supporting new installations in the field, and actively seeking potential sales of the PrintRite3D systems and software to customers who

have lease agreements in place, systems on consignment, or otherwise express interest in Sigma’s products available for sale.

Company completed two such sales in the quarter ended September 30, 2023, and believes additional sales are achievable going forward as

we progress towards closing both transactions.

There is no assurance, however, that we will be able to close either transaction.

fail to complete the acquisition of NextTrip Holdings, Inc., we intend to proceed with the sale of assets to Divergent Technologies, Inc.

and may seek to undertake another strategic transaction, if possible, or the dissolution and liquidation or the bankruptcy of the Company.

For these reasons, there is substantial doubt about our ability to continue as a going concern.

is no assurance that we will satisfy NASDAQ’s continued listing requirements, and our common stock could be delisted.

October 14, 2022, NASDAQ notified us that the closing bid price for our common stock had been below $1.00 per share for 30 consecutive

business days, and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on

The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notice indicated that the Company has 180 calendar days, or until

April 12, 2023, to regain compliance with this requirement.

our common stock had not regained compliance with the minimum $1.00 bid price per share requirement, on April 13, 2023, NASDAQ notified

us that it had granted us an additional 180 days, or until October 9, 2023, to regain compliance with Nasdaq Listing Rule 550(a)(2),

based on our meeting the continued listing requirements for market value of publicly held shares and all other applicable requirements

for initial listing on NASDAQ, with the exception of the bid price requirement, and our written notice of our intention to cure the deficiency

during the second compliance period by effecting a reverse stock split, if necessary.

According to NASDAQ’s notice, if at any time

during this additional time period the closing bid price of shares of our common stock is at least $1.00 for a minimum of 10 consecutive

business days, NASDAQ will provide written confirmation of compliance with its listing requirements, and this matter will be closed.

we choose to implement a reverse stock split, it must be completed no later than ten business days prior to October 9, 2023 to timely

regain compliance with NASDAQ’s listing requirements.

If it appears to NASDAQ that we will not be able to cure our non-compliance

with its listing standards, or if we are otherwise not eligible for listing on NASDAQ, NASDAQ will notify us that our common stock will

be subject to delisting.

stockholders’ equity as of June 30, 2023 was below NASDAQ’s $2.5 million minimum stockholders’ equity continued listing

standard, and we anticipate receiving notice from NASDAQ to the effect that we will have 45 days to submit a plan for regaining compliance

with this continued listing standard.

If we are able to submit a plan acceptable to NASDAQ, we expect to be granted additional time to

regain compliance with the minimum stockholders’ equity requirement for continued listing.

we fail to satisfy NASDAQ requirements for continued listing, NASDAQ could provide notice that shares of our common stock will become

subject to delisting.

In such an event, NASDAQ rules would permit us to appeal the decision to reject our proposed compliance plan or

any delisting determination to a NASDAQ Hearings Panel.

If our securities are de-listed from NASDAQ, our stockholders could incur material,

adverse consequences such as difficulty selling their shares of our common stock and reduced market prices for their shares.

is also likely to have a material, adverse effect on our ability to sell and issue shares of our common stock in order to fund our operations,

August 17, 2022, The Company received notice from Nasdaq that because our stockholders’ equity as of June 30, 2023 was $2,391,289,

we no longer comply with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain minimum

stockholders’ equity of $2,500,000, and do not meet the alternatives of market value of listed securities or net income from continuing

The notice stated that under Nasdaq Rules, we have 45 calendar days to submit a plan to regain compliance and that if our

plan is accepted, Nasdaq can grant us an extension of up to 180 calendar days from the date of the notice to evidence compliance.

October 2, 2023, the Company submitted its plan to regain compliance to Nasdaq and requested an extension to February 13, 2023 to evidence

compliance with the Rule and all other applicable criteria for continued listing on Nasdaq.

On October 23, 2023, Nasdaq informed the Company that based on the submission,

it had granted the requested extension until February 13, 2024 to demonstrate compliance with the Rule.

Nasdaq further informed the Company

that if the Company fails to evidence compliance upon filing its periodic report for the quarter ended March 31, 2024 with the SEC and

Nasdaq, the Company may be subject to delisting.

In such an event, Nasdaq rules would permit us to appeal the decision to reject our proposed

compliance plan or any delisting determination to a Nasdaq Hearings Panel.

Completion of the Acquisition is part of our plan submitted

to Nasdaq to regain compliance with Nasdaq’s minimum stockholders’ equity requirement.

If the Acquisition is not completed,

it is likely that our common stock would be delisted from Nasdaq If our securities are delisted from Nasdaq, our stockholders could incur

material, adverse consequences such as difficulty selling their shares of our common stock and reduced market prices for their shares.

Delisting is also likely to have a material, adverse effect on our ability to sell and issue shares of our common stock in order to fund

our operations, if any.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

2 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-Q

Item 1A. Risk Factors