What changed in this filing

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Item 1A. Risk Factors

2026-03-30 compared with 2025-04-15 · 79 added, 100 removed, 499 unchanged (26% of the section changed)

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$104.4 million.

In their audit report for the fiscal year ended December 31, 2024 included in this report, our auditors have expressed

their concern as to our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability

to generate cashflows from operations and obtain financing.

We intend to continue funding our operations through equity and debt financing

arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term.

There can be no assurance that the steps management is taking will be successful.

Our independent registered accounting firm has included an explanatory paragraph in its report expressing substantial

doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to generate

cashflows from operations and obtain financing.

We intend to continue funding our operations through equity and debt financing arrangements,

which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term.

no assurance that the steps management is taking will be successful.

may encounter difficulties in managing our attempted growth of our business, which could negatively impact our operations.

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execute on these strategies depends on a number of factors, including, without limitation:

ability to obtain adequate capital resources to execute our growth plans;

ability to hire, train and retain skilled managers and personnel, including quality and production personnel, and marketing and commercial

ability to protect our existing and new services by registering and defending our intellectual property rights;

our ability to obtain adequate

capital resources to execute our growth plans;

our ability to hire, train

and retain skilled managers and personnel, including quality and production personnel, and marketing and commercial specialists;

our ability to protect

our existing and new services by registering and defending our intellectual property rights;

ability to successfully continue to add provider partners to the platform;

ability to successfully add new customers.

our ability to successfully

add new customers.

the extent we are unable to execute our growth strategies in accordance with our expectations, this could have a material adverse effect

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bitcoin exposes us to various risks, including the following:

is a highly volatile asset, and fluctuations in the price of bitcoin may influence our financial results and the market price of

our common shares;

and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty;

historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating

to bitcoin holdings;

to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues

may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset

classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of the bitcoin we own;

emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative

impact on the price of bitcoin and adversely affect our business;

holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us

to the same extent as cash and cash equivalents;

we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our

bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of

our bitcoin and our financial condition and results of operations could be materially adversely affected;

may face risks relating to the custody of bitcoin, including the loss or destruction of private keys required to access our bitcoin

and cyberattacks or other data loss relating to our bitcoin; and

change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment

Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our common shares.

Bitcoin is a highly volatile

asset, and fluctuations in the price of bitcoin may influence our financial results and the market price of our common shares;

bitcoin and other digital

assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty;

our historical financial

statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings;

due to the unregulated

nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience

greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which

may result in a loss of confidence in bitcoin trading venues and adversely affect the value of the bitcoin we own;

the emergence or growth

of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price

of bitcoin and adversely affect our business;

bitcoin holdings are less

liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent

as cash and cash equivalents;

if we or our third-party

service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private

keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial

condition and results of operations could be materially adversely affected;

we may face risks relating

to the custody of bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other

data loss relating to our bitcoin; and

regulatory change reclassifying

bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of

1940 and could adversely affect the market price of bitcoin and the market price of our common shares.

Related to Our Common Stock

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our Common Stock does not develop or is sustained, our Common Stock may remain thinly traded.

March 12, 2025, the Company received written notice (the “MVLS Nasdaq Notice”) from Nasdaq indicating that for the preceding

31 consecutive business days, the market value of the Company’s listed securities (“MVLS”) did not maintain a minimum

market value of $35,000,000 (the “Minimum MVLS Requirement”) as required by Nasdaq Listing Rule 5550(b)(2).

Nasdaq also noted

that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum stockholders’

equity of $2.5 million, and Nasdaq Listing Rule 5550(b)(3), which requires listed companies to maintain a minimum of $500,000 of net

income from continuing operations.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar

days, or until September 8, 2025, to regain compliance with the Minimum MVLS Requirement.

Compliance could have been achieved if the

Company’s MVLS closed at $35,000,000 or more for a minimum of ten consecutive business days at any time during the 180-day compliance

period, in which case Nasdaq would notify the Company of its compliance and the matter would be closed.

the Company does not regain compliance with the Minimum MVLS Requirement by September 8, 2025, Nasdaq would have provided written notification

to the Company that its Common Stock was subject to delisting.

At that time, the Company could have appealed the relevant delisting determination

to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

addition, on April 10, 2025, the Company received a separate notice (the “Bid Price Notice”) from Nasdaq indicating that

the Company, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, is not in

compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing

Rule 5550(a)(2) (the “Bid Price Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of

180 calendar days, or until October 7, 2025, to regain compliance with the Bid Price Rule.

To regain compliance, the minimum bid price

of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar

day grace period.

In the event the Company does not regain compliance with the Bid Price Rule by October 7, 2025, the Company may be

eligible for an additional 180-calendar day compliance period.

To qualify, the Company will be required to meet the continued listing

requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the

exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second

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

If the Company meets these requirements, Nasdaq will inform the

Company that it has been granted an additional 180 calendar days.

However, if it appears to Nasdaq that the Company will not be able

to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject

to delisting.

notices from Nasdaq described above have no immediate effect on the Company’s continued listing on the Nasdaq Capital Market or

the trading of the Company’s Common Stock, subject to the Company’s compliance with the other continued listing requirements.

The Company is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on

the Nasdaq Capital Market.

There can be no assurance that the Company will be successful in maintaining the listing of its Common Stock

on the Nasdaq Capital Market.

listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange.

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occur, each of which could have a material adverse effect on our stockholders:

liquidity of our Common Stock;

market price of our Common Stock;

ability to obtain financing for the continuation of our operations;

number of institutional and general investors that will consider investing in our Common Stock;

number of investors in general that will consider investing in our Common Stock;

number of market makers in our Common Stock;

availability of information concerning the trading prices and volume of our Common Stock;

number of broker-dealers willing to execute trades in shares of our Common Stock.

the liquidity of our Common

the market price of our

Common Stock;

our ability to obtain financing

for the continuation of our operations;

the number of institutional

and general investors that will consider investing in our Common Stock;

the number of investors

in general that will consider investing in our Common Stock;

the number of market makers

in our Common Stock;

the availability of information

concerning the trading prices and volume of our Common Stock;

the number of broker-dealers

willing to execute trades in shares of our Common Stock.

principal stockholders will continue to have significant influence over the election of our Board of Directors and approval of any significant

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the past, securities class action litigation has often been brought against companies following a decline in the market price of their

In 2020, 22% of securities class action litigation filings were against defendants in the health technology and services

sector, which accounted for 22% of new filings.

If we face such litigation, it could result in substantial costs and a diversion of management’s

attention and resources, which could harm our business.

If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources,

which could harm our business.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market

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Our corporate governance documents include provisions:

“blank check” preferred stock, which could be issued by our Board of Directors without stockholder approval and may contain

voting, liquidation, dividend, and other rights superior to our Common Stock;

the liability of, and providing indemnification to, our directors and officers;

the ability of our stockholders to call and bring business before special meetings;

advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates

for election to our Board of Directors;

the procedures for the conduct and scheduling of Board of Directors and stockholder meetings;

our Board of Directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled

special meetings.

authorizing “blank

check” preferred stock, which could be issued by our Board of Directors without stockholder approval and may contain voting,

liquidation, dividend, and other rights superior to our Common Stock;

limiting the liability

of, and providing indemnification to, our directors and officers;

limiting the ability of

our stockholders to call and bring business before special meetings;

requiring advance notice

of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election

to our Board of Directors;

controlling the procedures

for the conduct and scheduling of Board of Directors and stockholder meetings;

providing our Board of

Directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

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to be incurred.

Furthermore, if any issues in complying with those requirements are identified (the auditors identified

a material weakness and significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying

those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it.

It may also be more

expensive to obtain director and officer liability insurance.

Risks associated with our status as a public company may make it more difficult

to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

Furthermore, if any issues in complying with those requirements are identified (the auditors identified a material weakness

and significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues,

and the existence of those issues could adversely affect our reputation or investor perceptions of it.

It may also be more expensive

to obtain director and officer liability insurance.

Risks associated with our status as a public company may make it more difficult to

attract and retain qualified persons to serve on our Board of Directors or as executive officers.

The additional reporting and other

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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-K

Item 1A. Risk Factors