What changed in this filing

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Item 1A. Risk Factors

2024-09-16 compared with 2023-11-13 · 19 added, 41 removed, 4 unchanged (94% of the section changed)

RISK FACTORS.

should consider the “Risk Factors” included under Item 1A of our Annual Report on Form 10-K for the year ended December 31,

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

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.

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.

should consider the “Risk Factors” included under Item 1A of our Annual Report on Form 10-K for the year ended February 29,

2024 filed with the SEC on September 4, 2024, as well as the following updated Risk Factor:

of May 31, 2024, we had $36,679 in cash and a working capital deficit of $2,109,148.

Our existing cash on hand and anticipated revenues

are not sufficient to fund our anticipated operating costs.

We will need to raise additional financing to fund our operations, maintain

compliance with the Nasdaq continued listing requirements and implement our business plan.

There is no assurance as to the amount and availability

of any required future financing or the terms thereof.

Such financing, if in the form of equity, may be highly dilutive to our existing

stockholders and may otherwise include onerous terms.

If in the form of debt, such financing may include covenants and repayment obligations

which may be difficult to meet and that could adversely affect our business operations.

We have no current understanding or arrangement

to obtain any additional financing.

To the extent that funds are not available to us, we may be required to delay, limit, or terminate

our business operations and may lose our Nasdaq listing.

light of the foregoing, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of the

filing of this Quarterly Report,

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