What changed in this filing

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Item 1A. Risk Factors

2025-11-14 compared with 2025-08-14 · 97 added, 94 removed, 106 unchanged (64% of the section changed)

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obtain additional financing on acceptable terms, if at all, may be limited.

At June 30, 2025 and December 31, 2024, we

had cash and cash equivalents and a short-term investment, collectively, of $2,767,210 and $375,873 respectively.

are not successful with our efforts to increase revenue, we could experience a shortfall in cash over the next twelve months.

At September 30, 2025 and December 31, 2024,

we had cash and cash equivalents and a short-term investment, collectively, of $3,021,757 and $375,873 respectively.

we are not successful with our efforts to increase revenue, we could experience a shortfall in cash over the next twelve months.

If there is a shortfall, we may be forced to reduce operating expenses, among other steps, all of which would have a material adverse

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Any of the above

limitations could force us to significantly curtail or cease our operations, and you could lose all of your investment in our common stock.

These circumstances have raised substantial doubt about our ability to continue as a going concern, and continued cash losses may risk

our status as a going concern.

Our consolidated financial statements do not include any adjustments that might be necessary should we

be unable to continue as a going concern.

limitations could force us to significantly curtail or cease our operations, and you could lose all of your investment in our common

These circumstances have raised substantial doubt about our ability to continue as a going concern, and continued cash losses

may risk our status as a going concern.

Our consolidated financial statements do not include any adjustments that might be necessary

should we be unable to continue as a going concern.

Our independent registered public accounting

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The report of our independent registered public

accounting firm contains a note stating that the accompanying financial statements have been prepared assuming we will continue as a going

At June 30, 2025 and December 31, 2024, we had cash and cash equivalents and a short-term investment, collectively, of $2,767,210

and $375,873, respectively.

We have incurred losses since inception, have

negative working capital of $20,761,681 as of June 30, 2025 and have negative operating cash flows, which has raised substantial doubt

about our ability to continue as a going concern.

We expect our current cash and the proceeds from anticipated financings to be sufficient

for working capital until we are cash flow positive, which we believe will be in the second half of 2025.

accounting firm contains a note stating that the accompanying financial statements have been prepared assuming we will continue as a

going concern.

At September 30, 2025 and December 31, 2024, we had cash and cash equivalents and a short-term investment, collectively,

of $3,021,757 and $375,873, respectively.

We have incurred losses since inception, have negative working capital

of $19,635,275 as of September 30, 2025 and have negative operating cash flows, which has raised substantial doubt about our ability to

continue as a going concern.

We expect our current cash and the proceeds from anticipated financings to be sufficient for working

capital until we are cash flow positive, which we believe will be in the second half of 2025.

The loss of one or a few customers could have a material

adverse effect on us.

A few customers have in the past, and may in the

future, account for a significant portion of our revenues in any one year or over a period of several consecutive years.

for the six months ended June 30, 2025 approximately 81% of our revenue was generated from one customer and for the year ended December

31, 2024, approximately 87% of our revenue was generated from one customers.

Although we have contractual relationships with many of our

significant customers, our customers may unilaterally reduce or discontinue their contracts with us at any time.

The loss of business

from a significant customer could have a material adverse effect on our business, financial condition, results of operations and cash

A few customers have in the past, and may in

the future, account for a significant portion of our revenues in any one year or over a period of several consecutive years.

for the nine months ended September 30, 2025 approximately 81% of our revenue was generated from one customer and for the year ended

December 31, 2024, approximately 87% of our revenue was generated from one customers.

Although we have contractual relationships with

many of our significant customers, our customers may unilaterally reduce or discontinue their contracts with us at any time.

of business from a significant customer could have a material adverse effect on our business, financial condition, results of operations

and cash flows.

Our clients may adjust, cancel or suspend

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Backlog may fluctuate

significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future backlog levels or the

rate at which backlog will be recognized as revenue.

significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future backlog levels or

the rate at which backlog will be recognized as revenue.

We include in backlog only those contracts for which we have reasonable assurance

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As of December 31, 2024, our backlog totaled

approximately $1.2 million and as of June 30, 2025, our backlog totaled approximately $1.2 million.

Our backlog is described more in detail

in “Note 10—Construction Backlog” of the notes to our consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q.

We cannot provide assurance that our backlog will be realized as revenues in the amounts reported or, if realized,

will result in profits.

In accordance with industry practice, substantially all of our contracts are subject to cancellation, termination

or suspension at our customer’s discretion.

In the event of a project cancellation, we generally would not have a contractual right

to the total revenue reflected in our backlog.

Projects can remain in backlog for extended periods of time because of the nature of the

project and the timing of the particular services required by the project.

In addition, the risk of contracts in backlog being cancelled

or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.

approximately $1.2 million and as of September 30, 2025, our backlog totaled approximately $1.2 million.

Our backlog is described more

in detail in “Note 10—Construction Backlog” of the notes to our consolidated financial statements included elsewhere

in this Quarterly Report on Form 10-Q.

We cannot provide assurance that our backlog will be realized as revenues in the amounts reported

or, if realized, will result in profits.

In accordance with industry practice, substantially all of our contracts are subject to cancellation,

termination or suspension at our customer’s discretion.

In the event of a project cancellation, we generally would not have a contractual

right to the total revenue reflected in our backlog.

Projects can remain in backlog for extended periods of time because of the nature

of the project and the timing of the particular services required by the project.

In addition, the risk of contracts in backlog being

cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.

The contracts in our backlog are subject to changes

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stockholders and may make it more difficult to raise additional equity capital.

At June 30, 2025, there were options, restricted

stock units and warrants of 1,822, 404,925 and 993,551,519, respectively, outstanding that could potentially dilute future net income

Because the Company had a net loss as of March 31, 2025, it is prohibited from including potential common shares in the computation

of diluted per share amounts.

Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and

diluted loss per share.

At March 31, 2024, there were no restricted stock units and options and warrants of 1,822 and 239,321, respectively,

outstanding that could potentially dilute future net income per share.

At September 30, 2025, there were options,

restricted stock units and warrants of 29, 6,992 and 97,752, respectively, outstanding that could potentially dilute future net income

Additionally there were 9,014 shares of common stock from the conversion of notes payable that could potentially dilute net

income per share as of September 30, 2025.

Because the Company had a net loss as of September 30, 2025, it is prohibited from including

potential common shares in the computation of diluted per share amounts.

Accordingly, the Company has used the same number of shares outstanding

to calculate both the basic and diluted loss per share.

At September 30, 2024, there were options, restricted stock units and warrants

of 28, 233, and 62,866, respectively, outstanding that could potentially dilute future net income per share.

Changes in general economic conditions,

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our business and operating results.

The uncertain financial markets, disruptions in

supply chains, mobility restraints, and changing priorities as well as volatile asset values also affect our business operations and our

ability to enter into collaborations and joint ventures.

To date, inflation has caused increases on some of our estimated costs for

construction projects in progress and completed during the past two fiscal years, which has affected our revenue and income(loss)

The uncertain financial markets, disruptions

in supply chains, mobility restraints, and changing priorities as well as volatile asset values also affect our business operations and

our ability to enter into collaborations and joint ventures.

To date, inflation has caused increases on some of our estimated costs

for construction projects in progress and completed during the past two fiscal years, which has affected our revenue and income(loss)

from continuing operations.

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or cash flows, including the following:

effects of significant changes in economic, monetary and fiscal policies in the U.S.

and abroad including currency fluctuations, inflationary pressures and significant income tax changes;

supply chain disruptions;

a global or regional economic slowdown in any of our market segments;

changes in government policies and regulations affecting the Company or its significant customers;

postponement of spending, in response to tighter credit, financial market volatility and other factors;

of significant changes in economic, monetary and fiscal policies in the U.S.

and abroad including currency fluctuations, inflationary

pressures and significant income tax changes;

chain disruptions;

global or regional economic slowdown in any of our market segments;

in government policies and regulations affecting the Company or its significant customers;

● postponement

of spending, in response to tighter credit, financial market volatility and other factors;

● rapid material escalation of the cost of regulatory compliance and litigation;

the effects of the war in the Middle East;

longer payment cycles;

credit risks and other challenges in collecting accounts receivable;

the impact of each of the foregoing on outsourcing and procurement arrangements.

effects of the war in the Middle East;

payment cycles;

risks and other challenges in collecting accounts receivable;

impact of each of the foregoing on outsourcing and procurement arrangements.

Failure to meet NASDAQ’s continued

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impact our ability to raise additional capital .

Our Common Stock is listed

on the Nasdaq Capital Market (“Nasdaq” or the “Nasdaq Capital Market”), which imposes, among other requirements,

a minimum bid requirement.

On May 10, 2024, the Company received a letter (the “Delisting Notice”) from The Nasdaq Stock Market

LLC (“Nasdaq”) notifying the Company that Nasdaq previously notified the Company on November 7, 2023 that the Company was

not in compliance with Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”), which requires a minimum bid price of at least

$1.00 per share for continued listing.

On May 16, 2014, the Company received a letter from Nasdaq stating that for the period from May

2, 2024 to May 15, 2024, the closing bid price of the Company’s common stock had been at $1.00 per share or greater, and accordingly

the Company had regained compliance with Rule 5550(a)(2).

However, the Company cannot provide assurances that it will be able to continue

to comply with Rule 5550(a)(2) in the future.

Our Common Stock is listed on the Nasdaq Capital

Market (“Nasdaq” or the “Nasdaq Capital Market”), which imposes, among other requirements, a minimum bid requirement.

On May 10, 2024, the Company received a letter (the “Delisting Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that Nasdaq previously notified the Company on November 7, 2023 that the Company was not in compliance with Nasdaq

Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”), which requires a minimum bid price of at least $1.00 per share for continued

On May 16, 2014, the Company received a letter from Nasdaq stating that for the period from May 2, 2024 to May 15, 2024, the

closing bid price of the Company’s common stock had been at $1.00 per share or greater, and accordingly the Company had regained

compliance with Rule 5550(a)(2).

However, the Company cannot provide assurances that it will be able to continue to comply with Rule

5550(a)(2) in the future.

On April 19, 2024, the Company received a letter

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As of the date of this Quarterly Report on Form 10-Q, the

Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most

recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards

Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the

most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards

for continued listing on Nasdaq.

In accordance with Nasdaq’s Listing Rules, the Company had until June 30, 2024 to submit

In accordance with Nasdaq’s Listing Rules, the Company had until September 30, 2024 to submit

a plan to regain compliance with Rule 5550(b)(1).

On July 25, 2024, Nasdaq notified the Company that, based on its review of the Company

and the materials submitted by the Company to Nasdaq, Nasdaq Staff determined to grant the Company an extension to regain compliance with

Rule 5550(b)(1) until November 12, 2024, subject to the Company regaining and evidencing compliance with Rule 5550(b)(1) by such date.

and the materials submitted by the Company to Nasdaq, Nasdaq Staff determined to grant the Company an extension to regain compliance

with Rule 5550(b)(1) until November 12, 2024, subject to the Company regaining and evidencing compliance with Rule 5550(b)(1) by such

The Company expects to regain compliance with

Rule 5550(b)(1) as a result of the recent private placement, cost-cutting initiatives aimed at achieving positive cash flow in 2024, ongoing

debt reduction and other strategic initiatives;

provided that there can be no assurances that such measures will be consummated or that

they will achieve their intended effects.

If the Company does not regain compliance with Rule 5550(b)(1) by November 12, 2024, Nasdaq

will provide written notice that our common stock is subject to delisting.

At such time, the Company would be entitled to appeal the delisting

determination to a Nasdaq Hearing Panel (the “Panel”).

The hearing request would stay any suspension or delisting action pending

the conclusion of the hearing process and expiration of any additional extension period granted by the Panel following the hearing.

Rule 5550(b)(1) as a result of the recent private placement, cost-cutting initiatives aimed at achieving positive cash flow in 2024,

ongoing debt reduction and other strategic initiatives;

provided that there can be no assurances that such measures will be consummated

or that they will achieve their intended effects.

If the Company does not regain compliance with Rule 5550(b)(1) by November 12, 2024,

Nasdaq will provide written notice that our common stock is subject to delisting.

At such time, the Company would be entitled to appeal

the delisting determination to a Nasdaq Hearing Panel (the “Panel”).

The hearing request would stay any suspension or delisting

action pending the conclusion of the hearing process and expiration of any additional extension period granted by the Panel following

Any delisting of the Company’s common stock

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ability to attract new investors, reduce the liquidity of its outstanding shares of common stock, reduce its ability to raise additional

capital, reduce the price at which its common stock trades, result in negative publicity and increase the transaction costs inherent in

trading such shares with overall negative effects for the Company’s stockholders.

The Company cannot assure its investors that its

common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the-counter quotation

capital, reduce the price at which its common stock trades, result in negative publicity and increase the transaction costs inherent

in trading such shares with overall negative effects for the Company’s stockholders.

The Company cannot assure its investors that

its common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the-counter quotation

In addition, delisting of the Company’s common stock could deter broker-dealers from making a market in or otherwise seeking

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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