What changed in this filing

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Item 1A. Risk Factors

2024-03-13 compared with 2023-03-23 · 156 added, 193 removed, 311 unchanged (53% of the section changed)

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Relating to our Business and Operations

to maintain our financial assurance coverage that we are required to have in order to operate our permitted treatment, storage and

disposal facilities could have a material adverse effect on us.

to maintain our financial assurance coverage that we are required to have in order to operate our permitted treatment, storage and disposal

facilities could have a material adverse effect on us.

maintain finite risk insurance policies and bonding mechanisms which provide financial assurance to the applicable states for our permitted

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operations and our permits which we are required to have in order to operate our treatment, storage, and disposal facilities.

disasters and/or public health events, including COVID-19 and their direct and indirect macroeconomic impacts, could continue to negatively

impact our business and results of operations.

health threats and outbreaks such as COVID-19 and natural disasters such as hurricanes and severe weather conditions have negatively

impacted our results of operations.

The direct impacts of these such events resulted in delayed waste shipments from certain of our customers

and delays in procurement, contract awards and planning on behalf of our government clients which negatively impacted our revenue.

and lingering macroeconomic effects from these such events could continue to impact supply chain, workforce availability, and/or increased

costs which could have a downward effect on our business, financial condition and results of operations.

We may attempt to increase our

sales prices in order to maintain satisfactory margin;

however, competitive pressures in our industry may have the effect of inhibiting

our ability to reflect these increased costs in the prices of our services that we provide to our customers and therefore reduce our

profitability.

we cannot maintain adequate insurance coverage, we will be unable to continue certain operations.

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material amount of our Treatment and Services Segments’ revenues are generated through various government contracts or subcontracts.

Our revenues from governmental contracts and subcontracts relating to governmental facilities within our segments were approximately

$60,030,000, or 85.0%, and $60,812,000, or 84.2%, of our consolidated revenues for 2022 and 2021, respectively.

Most of our government

contracts or our subcontracts granted under government contracts are awarded through a regulated competitive bidding process.

Some government

contracts are awarded to multiple competitors, which increase overall competition and pricing pressure and may require us to make sustained

post-award efforts to realize revenues under these government contracts.

Contracts with, or subcontracts involving, the U.S federal government

are generally terminable for convenience at any time at the option of the governmental agency.

The contracts/TOAs that we are a party

to with Canadian governmental authorities also generally provide that the government authorities may terminate the contracts/TOAs at

any time for any reason for convenience.

If we fail to maintain or replace these relationships, or if a material contract is terminated

or renegotiated in a manner that is materially adverse to us, our revenues and future operations could be materially adversely affected.

Most of our government contracts or our subcontracts granted under government contracts are awarded through a regulated competitive bidding

Some government contracts are awarded to multiple competitors, which increase overall competition and pricing pressure and may

require us to make sustained post-award efforts to realize revenues under these government contracts.

Contracts with, or subcontracts

involving, the U.S federal government are generally terminable for convenience at any time at the option of the governmental agency.

The multi-year contract that was awarded to us and our JV partner, Campoverde Srl, by the European Commission (the “Contracting

Authority”) on December 18, 2023, for the treatment of radioactive waste from the Joint Research Center in Ispra, Italy as discussed

previously may be terminated by the Contracting Authority under certain conditions as set forth in the contract.

If we fail to maintain

or replace these relationships, or if a material contract is terminated or renegotiated in a manner that is materially adverse to us,

our revenues and future operations could be materially adversely affected.

existing and future customers may reduce or halt their spending on hazardous waste and nuclear services with outside vendors, including

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These factors include, but are not limited to:

terrorism, natural disasters or other incidents occurring at nuclear facilities or involving

shipments of nuclear materials;

of government to approve necessary budgets, or to reduce the amount of the budget necessary,

to fund remediation sites, including DOE and DOD sites;

terrorism, natural disasters or other incidents occurring at nuclear facilities or involving shipments of nuclear materials;

of government to approve necessary budgets, or to reduce the amount of the budget necessary, to fund remediation sites, including

DOE and DOD sites;

opposition to or changes in government policies regarding nuclear operations;

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threatened property damage or personal injury.

downturns, reductions in government funding or other events (including COVID-19) beyond our control could have a material negative impact

on our businesses.

downturns, reductions in government funding or other events beyond our control could have a material negative impact on our businesses.

for our services has been, and we expect that demand will continue to be, subject to significant fluctuations due to a variety of factors

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During economic downturns, large budget deficits that the federal government and many states are experiencing, and other events

beyond our control, including, but not limited to the impact from COVID-19, the ability of private and government entities to spend on

waste services, including nuclear services, may decline significantly.

Our operations depend, in large part, upon governmental funding

(for example, the annual budget of the DOE) or specifically mandated levels for different programs that are important to our business

could have a material adverse impact on our business, financial position, results of operations and cash flow.

beyond our control, including, but not limited to the impact from public health events (such as COVID-19), the ability of private and

government entities to spend on waste services, including nuclear services, may decline significantly.

Our operations depend, in large

part, upon governmental funding (for example, the annual budget of the DOE) or specifically mandated levels for different programs that

are important to our business could have a material adverse impact on our business, financial position, results of operations and cash

loss of one or a few customers could have an adverse effect on us.

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significantly increased costs which could negatively impact our results of operations.

and indirect macroeconomic impacts resulting from natural disasters, public health events and/or world conflicts in various regions could

continue to and may in the future negatively impact our business and results of operations.

health threats and outbreaks such as COVID-19 and natural disasters such as hurricanes and severe weather conditions have previously

negatively impacted our results of operations.

The direct impacts of these such events resulted in delayed waste shipments from certain

of our customers and delays in procurement, contract awards and planning on behalf of our government clients which negatively impacted

Residual and lingering macroeconomic effects from these such events could again in the future impact supply chain, workforce

availability, and/or increased costs which could have a downward effect on our business, financial condition and results of operations.

Additionally, world conflicts currently occurring in various regions may lead to similar macroeconomic effects which could have a downward

effect on our business, financial conditions and results of operations.

We may attempt to increase our sales prices in order to maintain

satisfactory margin;

however, competitive pressures in our industry may have the effect of inhibiting our ability to reflect these increased

costs in the prices of our services that we provide to our customers and therefore reduce our profitability.

operations are subject to seasonal factors, which cause our revenues to fluctuate.

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change such as unanticipated technical problems, difficulties in obtaining permits or approvals, changes in laws or labor conditions,

continued supply chain interruptions, weather delays, cost of raw materials, our suppliers’ or subcontractors’ inability

to perform, and/or other events beyond our control, such as the impact of COVID-19, cost overruns may occur and we could experience reduced

supply chain interruptions, weather delays, cost of raw materials, our suppliers’ or subcontractors’ inability to perform,

and/or other events beyond our control, such as the impact of public health events, cost overruns may occur and we could experience reduced

profits or, in some cases, a loss for that project.

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subject us to penalties that may restrict our ability to conduct our business.

governmental contracts or subcontracts relating to DOE sites, are a significant part of our business.

governmental contracts or subcontracts relating to DOE and DOD sites, are a significant part of our business.

Allowable costs under U.S.

contracts are subject to audit by the U.S.

If these audits result in determinations that costs claimed as reimbursable are

not allowed costs or were not allocated in accordance with applicable regulations, we could be required to reimburse the U.S.

government contracts are subject to audit by the U.S.

If these audits result in determinations that costs claimed as reimbursable

are not allowed costs or were not allocated in accordance with applicable regulations, we could be required to reimburse the U.S.

for amounts previously received.

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Such liability could involve, without limitation:

for clean-up costs, personal injury or damage to the environment in cases in which we are

held responsible for the release of hazardous or radioactive materials;

employees, customers, or third parties for personal injury or property damage occurring in the course of our operations;

● claims alleging

negligence or professional errors or omissions in the planning or performance of our services.

for clean-up costs, personal injury or damage to the environment in cases in which we are held responsible for the release of hazardous

or radioactive materials;

of employees, customers, or third parties for personal injury or property damage occurring in the course of our operations;

alleging negligence or professional errors or omissions in the planning or performance of our services.

operations are subject to numerous environmental laws and regulations.

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Relating to our Financial Performance and Position and Need for Financing

sustained a loss in 2022, and if we are unable to improve our results of operations in 2023, it could have a material adverse effect

on the Company.

2022, we sustained a loss in our results of operations.

We believe that we will be able to improve our results of operations in 2023.

If we are unable to substantially improve our results in 2023, it could have a material adverse effect on the Company and our operations.

any of our permits, other intangible assets, and tangible assets becomes impaired, we may be required to record significant charges to

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in our financial statements, in which any impairment of our permit, other intangible assets and tangible assets is determined.

impairment charges could negatively impact our results of operations.

Such impairment

charges could negatively impact our results of operations.

of any of the covenants in our credit facility could result in a default, triggering repayment of outstanding debt under the credit facility

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commitments to extend further credit.

We failed to meet our quarterly fixed charge coverage ratio (“FCCR”) requirement for

the second quarter of 2022;

however, our lender waived this non-compliance.

We were not required to perform testing of our FCCR in the

first and third quarters of 2022.

As a result of a recent amendment that we entered into with our lender in March 2023, we were not required

to perform testing our FCCR for the fourth quarter of 2022.

Additionally, in the past, when we also failed to meet our minimum FCCR requirement

in certain instances, our lender has either waived these instances of non-compliance or provided certain amendments to our FCCR requirements

which enabled us to meet our quarterly FCCR requirements.

Also, our lender has in the past waived our FCCR testing requirement in certain

If we fail to meet any of our financial covenants going forward, including the minimum quarterly FCCR requirement, and our

lender does not further waive the non-compliance or further revise our covenant requirement so that we are in compliance, our lender

could accelerate the payment of our borrowings under our credit facility and terminate our credit facility.

In such event, we may not

have sufficient liquidity to repay our debt under our credit facility and other indebtedness and/or operate our business.

debt and borrowing availability under our credit facility could adversely affect our operations.

December 31, 2022, our aggregate consolidated debt was approximately $1,039,000.

Our Second Amended and Restated Revolving Credit, Term

Loan and Security Agreement dated May 8, 2020, as amended, provides for a total credit facility commitment consisting of a $18,000,000

revolving line of credit, a term loan balance of approximately $1,742,000 and a capital line of $1,000,000, with advances available through

As a result of a recent amendment to our credit facility that we entered into with our lender in March 2023, the revolving

line of credit was reduced to $12,500,000.

The maximum we can borrow under the revolving part of the credit facility is based on a percentage

of the amount of our eligible receivables outstanding at any one time reduced by outstanding standby letters of credit and any borrowing

reduction that our lender has or may impose from time to time.

At December 31, 2022, we had no borrowing under the revolving part of

our credit facility and borrowing availability of up to an additional $4,290,000.

The borrowing availability of $4,290,000 at December

31, 2022 included a requirement from our lender that we maintain a minimum of $3,000,000 in borrowing availability.

As a result of the

amendment to our credit facility that we entered into with our lender as discussed above, we are required to continue to maintain a minimum

of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended June 30,

2023 has been met and certified to our lender.

A lack of positive operating results could have material adverse consequences on our ability

to operate our business.

Our ability to make principal and interest payments, to refinance indebtedness, and borrow under our credit

facility will depend on both our and our subsidiaries’ future operating performance and cash flow.

Prevailing economic conditions,

interest rate levels, and financial, competitive, business, and other factors affect us.

We were not required to perform testing of our fixed charge coverage ratio (“FCCR”)

in the first quarter of 2023 but otherwise met all of our other financial covenant requirements.

We met all of our covenant requirements

in each of the remaining quarters of 2023.

In the past, when we failed to meet our minimum FCCR requirement in certain instances, our

lender has either waived these instances of non-compliance or provided certain amendments to our FCCR requirements which enabled us to

meet our quarterly FCCR requirements.

Also, our lender has in the past waived our FCCR testing requirement in certain quarters.

fail to meet any of our financial covenants going forward, including the minimum quarterly FCCR requirement, and our lender does not

waive the non-compliance or revise our covenant requirement so that we are in compliance, our lender could accelerate the payment of

our borrowings under our credit facility and terminate our credit facility.

In such event, we may not have sufficient liquidity to repay

our debt under our credit facility and other indebtedness and/or operate our business.

to borrow under our credit facility could adversely affect our operations.

maximum we can borrow under the revolving part of our credit facility is based on a percentage of the amount of our eligible receivables

outstanding at any one time reduced by outstanding standby letters of credit and any borrowing reduction that our lender has or may impose

from time to time.

As of December 31, 2023, we had no borrowing under the revolving part of our credit facility and borrowing availability

of up to an additional $10,622,000, which included our cash (deposited with our lender) and was based on our eligible receivables and

was net of approximately $3,950,000 in outstanding standby letters of credit and a $750,000 indefinite reduction in borrowing availability

that our lender imposed.

A lack of positive operating results could have material adverse consequences on our ability to operate our

Our ability to make principal and interest payments, to refinance indebtedness, and borrow under our credit facility will depend

on both our and our subsidiaries’ future operating performance and cash flow.

Prevailing economic conditions, interest rate levels,

and financial, competitive, business, and other factors affect us.

Many of these factors are beyond our control.

including the impact of COVID-19.

indebtedness could limit our financial and operating activities, and adversely affect our ability to incur additional debt to fund future

a result of our indebtedness, we could, among other things, be:

to dedicate a substantial portion of our cash flow to the payment of principal and interest,

thereby reducing the funds available for operations and future business opportunities;

our financial and operating activities are limited, it could adversely affect our ability to incur additional debt to fund future needs.

could, among other things, be:

to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available

for operations and future business opportunities;

it more difficult for us to satisfy our obligations;

our ability to borrow additional money if needed for other purposes, including working capital,

capital expenditures, debt service requirements, acquisitions and general corporate or other

purposes, on satisfactory terms or at all;

our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt service

requirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all;

our ability to adjust to changing economic, business and competitive conditions;

us at a competitive disadvantage with competitors who may have less indebtedness or greater

access to financing;

us more vulnerable to an increase in interest rates, a downturn in our operating performance

or a decline in general economic conditions;

us more susceptible to changes in credit ratings, which could impact our ability to obtain

financing in the future and increase the cost of such financing.

us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing;

us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic conditions;

us more susceptible to changes in credit ratings, which could impact our ability to obtain financing in the future and increase the

cost of such financing.

of the foregoing could adversely impact our operating results, financial condition, and liquidity.

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depends on our ability to generate profitable operations or complete equity or debt financings to increase our capital.

may be unable to utilize loss carryforwards in the future.

may be unable to utilize loss carryforwards in future.

have approximately $19,450,000 and $72,859,000 in net operating loss carryforwards for federal and state income tax purposes, respectively

and expires in various amounts starting in 2023 if not used against future federal and state income tax liabilities, respectively.

Approximately

$25,296,000 of our federal net operating loss carryforwards were generated after December 31, 2017 and thus do not expire.

carryforwards are subject to various limitations.

Our ability to use the net loss carryforwards depends on whether we are able to generate

sufficient income in the future years.

Further, our net loss carryforwards have not been audited or approved by the Internal Revenue

All of our federal net operating loss carryforwards were generated after December 31, 2017 and thus do not expire.

Our net loss carryforwards

are subject to various limitations.

Our ability to use the net loss carryforwards depends on whether we are able to generate sufficient

income in the future years.

Further, our net loss carryforwards have not been audited or approved by the Internal Revenue Service.

Relating to our Common Stock

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will result in the dilution in the percentage membership interest of our stockholders and the dilution in ownership value.

As of December

31, 2023, we had 13,646,559 shares of Common Stock outstanding.

In addition, at December 31, 2022, we had outstanding options to purchase

In addition, as of December 31, 2023, we had outstanding options to purchase

994,500 shares of our Common Stock at exercise prices ranging from $3.15 to $9.81 per share and an outstanding warrant to purchase 30,000

shares of our Common Stock at exercise price of $3.51 per share.

Future sales of the shares issuable could also depress the market

price of our Common Stock.

Future sales of the shares issuable could also depress the market price

of our Common Stock.

do not intend to pay dividends on our Common Stock in the foreseeable future.

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a stockholder wants or at prices a stockholder finds attractive.

price of our Common Stock on the NASDAQ Capital Markets constantly changes.

We expect that the market price of our Common Stock will

continue to fluctuate.

This may make it difficult for our stockholders to resell the Common Stock when a stockholder wants or at prices

a stockholder finds attractive.

price of our Common Stock on the Nasdaq Capital Market constantly fluctuates.

We expect that the market price of our Common Stock

will continue to fluctuate.

This may make it difficult for our stockholders to resell the Common Stock when a stockholder wants or

at prices a stockholder finds attractive.

of certain key personnel could have a material adverse effect on us.

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cannot be certain that we will be successful in our efforts to attract and retain qualified personnel as their availability is limited

(especially in the current labor market environment) due to the demand for hazardous waste management services and the highly competitive

nature of the hazardous waste management industry.

due to the demand for hazardous waste management services and the highly competitive nature of the hazardous waste management industry.

We do not maintain key person insurance on any of our employees, officers, or directors.

may not be successful in winning new business mandates from our government and commercial customers or international customers.

must be successful in winning mandates from our government, commercial customers and international customers to replace revenues from

projects that we have completed or that are nearing completion and to increase our revenues.

Our business and operating results can be

adversely affected by the size and timing of a single material contract.

may not be successful in winning new business mandates from our government, commercial or international customers.

must be successful in winning mandates from our government, commercial and international customers to replace revenues from projects

that we have completed or that are nearing completion and to increase our revenues.

Our business and operating results can be adversely

affected by the size and timing of a single material contract.

failure to maintain our safety record could have an adverse effect on our business.

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results of operations.

failures, interruptions or breaches of security and other cyber security risks could have an adverse effect on our financial condition

failures, interruptions or breaches of security and other cybersecurity risks could have an adverse effect on our financial condition

and results of operations.

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We also rely on the services of a variety of vendors to meet our data processing and communications needs.

our implemented security measures and established policies, we cannot be certain that all of our systems are entirely free from vulnerability

to attack or other technological difficulties or failures or failures on the part of our employees to follow our established security

measures and policies.

our implemented security measures and established policies, we cannot be certain that all of our systems are entirely free from

vulnerability to attack or other technological difficulties or failures or failures on the part of our employees to follow our

established security measures and policies.

Information security risks have increased significantly.

Our technologies, systems, and networks may become the

target of cyber-attacks, computer viruses, malicious code, or information security breaches that could result in the unauthorized release,

gathering, monitoring, misuse, loss or destruction of our or our customers’ confidential, proprietary and other information and

the disruption of our business operations.

A security breach could adversely impact our customer relationships, reputation and operation

and result in violations of applicable privacy and other laws, financial loss to us or to our customers or to our employees, and litigation

While we maintain a system of internal controls and procedures, any breach, attack, or failure as discussed above could have

a material adverse impact on our business, financial condition, and results of operations or liquidity.

Our technologies, systems, and

networks may become the target of cyber-attacks, computer viruses, malicious code, or information security breaches that could

result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our customers’ confidential,

proprietary and other information and the disruption of our business operations.

A security breach could adversely impact our

customer relationships, reputation and operations, result in violations of applicable privacy and other laws and/or financial loss

to us or to our customers or to our employees, and similar litigation exposure.

While we maintain a system of internal controls and

procedures, any breach, attack, or failure as discussed above could have a material adverse impact on our business, financial

condition, and results of operations or liquidity.

is also an increasing attention on the importance of cybersecurity relating to infrastructure.

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developments in regulations relating to cybersecurity that may adversely impact us, our customers and how we offer our services to our

may be exposed to certain regulatory and financial risks related to climate change .

change is receiving ever increasing attention from scientists, legislators and the public.

The debate is ongoing as to the extent to

which our climate is changing, the potential causes of this change and its potential impacts.

Some attribute global warming to increased

levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse

gas emissions.

Presently there are no federally mandated greenhouse gas reduction requirements in the United States.

However, there are

a number of legislative and regulatory proposals to address greenhouse gas emissions, which are in various phases of discussion or implementation.

The outcome of federal and state actions to address global climate change could result in a variety of regulatory programs including

potential new regulations.

Any adoption by federal or state governments mandating a substantial reduction in greenhouse gas emissions

could increase costs associated with our operations.

Until the timing, scope and extent of any future regulation becomes known, we cannot

predict the effect on our financial position, operating results and cash flows.

change could negatively impact the Company’s operations and financial condition.

change may present both immediate and long-term risks to the Company and our customers and these risks may increase over time.

risks can arise from both physical risks (those risks related to the physical effects of climate change) and transition risks (risks

related to governmental regulatory requirements, legal technology, market and reputational changes from a transition to a low carbon

Climate change could have a material, adverse effect on environmental companies like ours that are involved in the treatment,

disposal and other services related to hazardous waste, radioactive waste and/or mixed (waste that contain both hazardous and radioactive)

waste by changing or restricting how we perform our services or what services we can perform or taking action that materially increases

our costs to do business in order to regulate or reduce climate change.

believe our proprietary technology is important to us.

believe that it is important that we maintain our proprietary technologies.

There can be no assurance that the steps taken by us to protect

There can be no assurance that our steps to protect

our proprietary technologies will be adequate to prevent misappropriation of these technologies by third parties.

Misappropriation of

our proprietary technology could have an adverse effect on our operations and financial condition.

Such misappropriation could adversely effect our operations and financial condition.

Changes to current environmental laws

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among other things, management to assess annually the effectiveness of our internal control over financial reporting.

For the year ended

December 31, 2021, management concluded that a material weakness existed in internal control over financial reporting related to our

application of ASC 606, “Revenue from Contracts with Customers,” specifically to contracts that contain nonstandard terms

and conditions.

This material weakness has been remediated (see “Item 9A.

Controls and Procedures” for a discussion of this

material weakness and the remediation plan that were implemented).

If we are unable to maintain adequate internal control over financial

reporting at any time going forward, there is a reasonable possibility that a misstatement of our annual or interim financial statements

will not be prevented or detected in a timely manner.

If we cannot produce reliable financial reports, investors could lose confidence

in our reported financial information, the market price of our common stock could decline significantly, and our business, financial

condition, and reputation could be harmed.

If we are unable

to maintain adequate internal control over financial reporting, there is a reasonable possibility that a misstatement of our annual or

interim financial statements will not be prevented or detected in a timely manner.

If we cannot produce reliable financial reports, investors

could lose confidence in our reported financial information, the market price of our Common Stock could decline significantly, and our

business, financial condition, and reputation could be harmed.

law, certain of our charter provisions, our stock option plans, outstanding warrants and our Preferred Stock may inhibit a change of

control under circumstances that could give you an opportunity to realize a premium over prevailing market prices.

are a Delaware corporation governed, in part, by the provisions of Section 203 of the General Corporation Law of Delaware, an anti-takeover

In general, Section 203 prohibits a Delaware public corporation from engaging in a “business combination” with an “interested

stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder,

unless the business combination is approved in a prescribed manner.

As a result of Section 203, potential acquirers may be discouraged

from attempting to effect acquisition transactions with us, thereby possibly depriving our security holders of certain opportunities

to sell, or otherwise dispose of, such securities at above-market prices pursuant to such transactions.

Further, certain of our option

plans provide for the immediate acceleration of, and removal of restrictions from, options and other awards under such plans upon a “change

of control” (as defined in the respective plans).

are a Delaware corporation governed by the General Corporation Law of Delaware, an anti-takeover law.

In general, Section 203 prohibits

a Delaware public corporation from engaging in a “business combination” with an “interested stockholder” for

a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination

is approved in a prescribed manner.

As a result of Section 203, potential acquirers may be discouraged from attempting to effect acquisition

transactions with us, thereby possibly depriving our security holders of certain opportunities to sell, or otherwise dispose of, such

securities at above-market prices pursuant to such transactions.

Further, certain of our option plans provide for the immediate acceleration

of, and removal of restrictions from, options and other awards under such plans upon a “change of control” (as defined in

the respective plans).

Such provisions may also have the result of discouraging acquisition of us.

have authorized and unissued 15,589,202 (which include shares issuable under outstanding options to purchase 1,018,400 shares of our

Common Stock and shares issuable under an outstanding warrant to purchase 60,000 shares of our Common Stock) shares of our Common Stock

and 2,000,000 shares of our Preferred Stock as of December 31, 2022.

These unissued shares could be used by our management to make it

more difficult for, and thereby discourage, an attempt to acquire control of us.

December 31, 2023, out of 30,000,000 shares of our Common Stock authorized, we had 13,646,559 shares of common stock outstanding and

7,642 shares of treasury stock.

In addition, at December 31, 2023, we had outstanding options to purchase 994,500 shares of our common

stock at exercise prices ranging from $3.15 to $9.81 per share, and an outstanding warrant to purchase 30,000 shares of our Common Stock

at an exercise price of $3.51 per share.

Assuming the issuance of the Common Stock underlying such options and warrant, at December 31,

2023, we had available for future issuance 15,321,299 shares of authorized and unissued Common Stock, and 2,000,000 shares of our preferred

Future sales of authorized and unissued shares could be used by our management to make it more difficult for, and thereby discourage,

an attempt to acquire control of us.

party expectations relating to ESG factors may impose additional costs and expose us and our clients to new risks.

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Additionally, new legislative or regulatory initiatives related to ESG could adversely affect our business.

STAFF COMMENTS

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