What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-05-10 compared with 2022-11-10 · 7 added, 42 removed, 0 unchanged (100% of the section changed)

Risk Factors.

Our material risk factors are disclosed in “Risk Factors” in our Registration Statement on Form S-1 (SEC File Number 333-261989) as declared effective by the Securities and Exchange Commission on September 15, 2022 and the Prospectus contained therein.

Other than as set forth below, there have been no material changes from the risk factors previously disclosed in such filing.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risks could arise that may also affect our business or ability to consummate an initial business combination.

We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

The current economic downturn may lead to increased difficulty in completing our initial business combination.

Our ability to expand our business in Asia and elsewhere, which is part of our business plan, will depend, in part, on worldwide economic conditions.

In recent months, we have observed increased economic uncertainty in the United States and abroad, including China.

Impacts of such economic weakness include:

overall demand for goods and services, leading to reduced profitability;

credit availability;

borrowing costs;

in credit, equity and foreign exchange markets;

● bankruptcies.

These developments could lead to inflation, higher interest rates, and uncertainty about business continuity, which may adversely affect the business of our potential joint venture partner Wider Come Limited and potential customers.

The situation in China given the results of the extensive lockdowns related to Covid-19 has dramatically worsened the present economic environment.

Patients and salespeople are restricted in their movements resulting in a significant slowdown in the medical and other sectors.

Fortunately, our Chinese distributor continues our strategy of multiple clinical studies in the major institution in Beijing in an array of brain related diseases.

Very significant efforts and funds expended by our Chinese distributor has led to regulatory approval in both depression and insomnia thus far which has allowed for sales of our devices in China this year.

Given the lockdowns, we have been notified that there will be no fourth quarter order from our Chinese distributor.

Our clinical studies and statistical analysis will however continue in various areas of Brain disease.

The sales efforts, however, are stymied at this time.

As with all other economic activities in China, at this point it is impossible to predict when orders will again commence.

Continued Impact of COVID Pandemic upon the Chinese Economy may Result in Adverse Effect on our Revenue and Income

The situation in China related to Covid-19 pandemic has dramatically worsened the present economic environment.

Patients and salespeople are restricted in their movements resulting in a significant slowdown in the medical and other sectors.

We continue to be indirectly impacted because of our current dependence upon our distributor relationship with Wider.

as a distributor for the Company’s devices in China and Asia.

Because of the restrictions in China, we expect to incur a

significant and material negative impact on sales and revenue from the China market in the fourth quarter.

As with all other economic

activities in China, at this point it is impossible to predict when orders will again commence.

The extent of any future impact

will depend on future developments, including future activities by the Chinese government and other possible events which are highly

uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity

of Covid-19, or any of its variants, and actions taken to address its impact.

Recent volatility in capital markets and lower market prices for our securities may affect our ability to obtaining financing for expansion through potential sales of shares of our common stock or issuance of indebtedness.

With uncertainty in the capital markets and other factors, and the decrease in our stock price from our initial public offering completed in September 2022 we may incur difficulty in undertaking and completion and subsequent financings.

If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock.

Any debt financing secured by us could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may limit the operations and growth of the surviving company of our initial business combination.

If we are unable to obtain adequate financing or financing on terms satisfactory to us, we could face significant limitations on our ability to complete our initial business combination.

material risk factors are disclosed in “Risk Factors” in our Registration Statement on Form S-1 (SEC File Number 333-261989)

as declared effective by the Securities and Exchange Commission on September 15, 2022 and the Prospectus contained therein, as updated

in our Form 10-K filed on March 27, 2023.

have been no material changes from the risk factors previously disclosed in such filings.

Sales of Equity Securities and Use of Proceeds from Registered Securities

Upon Senior Securities

Safety Disclosures

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