What changed in this filing

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Item 1A. Risk Factors

2025-03-13 compared with 2024-03-13 · 242 added, 170 removed, 297 unchanged (58% of the section changed)

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Relating to our Business and Operations

failure of Congress to approve appropriations bills in a timely manner for the federal government agencies and departments we support,

or the failure of the Administration and Congress to reach an agreement on fiscal issues, could delay and reduce spending, cause us to

lose revenue and profit, and affect our cash flow.

an annual basis, Congress is required to approve appropriations bills that govern spending by each of the federal government agencies

and departments we support.

When Congress is, or Congress and the Administration are, unable to agree on budget priorities or specifics,

and thus unable to pass annual appropriations bills on a timely basis, Congress typically enacts a continuing resolution (“CR”).

CRs generally allow federal government agencies and departments to operate at spending levels based on the previous fiscal year.

agencies and departments operate on the basis of a CR, funding we expect to receive from clients for work we are already performing and

for new initiatives may be delayed or canceled.

Congress and the Administration have from time to time failed to agree on a CR, resulting

in temporary shutdowns of non-essential federal government functions and our work on such functions.

Failures by Congress and the Administration

to enact appropriations bills in a timely manner can force federal government agencies and departments to shut down or to cancel, change,

or delay the implementation of existing or new initiatives.

Such events may result in the loss of revenue and profit, or the deferral

of revenue and profit to later periods.

There is also the possibility that Congress will fail to raise the U.S.

debt ceiling when necessary

which, in addition to resulting in federal government shutdowns, could significantly impact the U.S.

and global economy, affecting the

discretionary spending decisions of our non-governmental clients and affecting the capital markets and our access to sources of liquidity

on terms that are acceptable to us.

The delayed funding or shutdown of many parts of the federal government, including agencies, departments,

programs, and projects we support, could have a substantial negative effect on our revenue, profit, and cash flows.

compromises that may be needed for future fiscal years may continue to be extraordinarily difficult given the complicated grassroots

political environment, a closely divided Congress, an increasing federal deficit and debt load, and a challenged economy.

budgets of many of our state and local government clients are also subject to similar divisions, risks, and uncertainties as are inherent

in the federal budget process.

regulation, policy and program decisions under the new Administration could impact our business, affecting our profitability and future

material amount of our revenues is derived from various federal government contracts or subcontracts.

Considerable uncertainties exist

regarding how future federal budget and program decisions under the new Administration will unfold.

Program and policy decisions that

have been implemented or may be implemented could negatively impact our business.

These programs and policies include, among other things,

a scaled down government workforce.

These programs and policies and the transition of employees from the government agencies with which

we do business could create delays in waste receipts from federal government clients, project, procurements, and contract awards.

Additionally,

trade tensions or restrictions on trade, including the tariffs that have been imposed, have resulted and could further result in retaliation

by imposing tariffs by other countries.

The imposition of these tariffs by the U.S.

and other countries could result in disruption in

supply chains, increased costs on products that we utilize in our business operations, reduce profitability on waste that we treat for

international clients and increased cybersecurity threats, among other things.

Shift in decreased priorities in government funding for

remediation projects by the new administration may also negatively impact our results of operations and financial conditions.

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

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guarantees to the state that in the event of closure, our permitted facilities will be closed in accordance with the regulations.

the event that we are unable to obtain or maintain our financial assurance coverage for any reason, this could materially impact our

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

we have not had a problem as of the date of this report in maintaining our financial assurance coverage, in the event that we are unable

to obtain or maintain our financial assurance coverage for any reason, this could materially impact our operations and our permits which

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

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

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We believe that

our insurance coverage is presently adequate and similar to, or greater than, the coverage maintained by other companies in the industry

If we are unable to obtain adequate or required insurance coverage in the future, or if our insurance is not available at

affordable rates, we would violate our permit conditions and other requirements of the environmental laws, rules, and regulations under

which we operate.

our insurance coverage is presently adequate.

If we are unable to obtain adequate or required insurance coverage in the future, or if

our insurance is not available at affordable rates, we would violate our permit conditions and other requirements of the environmental

laws, rules, and regulations under which we operate.

Such violations would render us unable to continue certain of our operations.

These events would have a material adverse

effect on our financial condition.

inability to maintain existing government contracts or win new government contracts over an extended period could have a material adverse

effect on our operations and adversely affect our future revenues.

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

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.

events would have a material adverse effect on our financial condition.

inability to maintain existing federal government contracts or win new government contracts over an extended period could have a material

adverse effect on our operations and adversely affect our future revenues.

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

subcontracts.

Most of our federal government contracts or our subcontracts granted under federal government contracts are awarded through

a regulated competitive bidding process.

Some federal 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, federal government are generally terminable for convenience at any time at the option of the

governmental agency.

From time to time, we have experienced difficulty in obtaining new federal contracts or subcontracts.

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

variety of factors may cause our existing or future customers (including government clients) to reduce or halt their spending on hazardous

waste and nuclear services from outside vendors, including us.

These factors include, but are not limited to:

variety of factors may cause our existing or future customers to reduce, delay or halt their spending on hazardous waste and nuclear

services from outside vendors, including us.

These factors include, but are not limited to, the following.

We have experienced certain

of the below factors from time to time:

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

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DOE and DOD sites;

shut-downs or government Continuing Resolutions;

opposition to or changes in government policies regarding nuclear operations;

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to perform under existing contracts, directly or indirectly, with the government;

weather conditions.

events could result in or cause government clients to terminate or cancel existing contracts involving us to treat, store or dispose

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threatened property damage or personal injury.

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

downturns, reductions in federal 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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due to numerous reasons including, without limitation, the substantial deficits that the federal government has and is continuing to

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 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

incur, domestic political environment, and competing demands for federal funds that can pressure various areas.

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 public health events (such as COVID-19 or other unforeseen public health event), 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

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

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Because customers generally contract with us for

specific projects, we may lose these significant customers from year to year as their projects with us are completed.

Our inability to

replace the business with other similar significant projects could have an adverse effect on our business and results of operations.

specific projects, we may lose, and have in the past lost, these significant customers from year to year as their projects with us are

Our inability to replace the business with other similar significant projects could have an adverse effect on our business

and results of operations.

are a holding company and depend, in large part, on receiving funds from our subsidiaries to fund our indebtedness.

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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.

The direct impacts of these such events resulted in delayed waste shipments and temporary

shut-down of projects by certain of our customers, and delays in procurement, contract awards and planning on behalf of our government

clients which negatively impacted our revenue.

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 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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Competition places downward pressure on our contract prices and profit margins.

If we are unable to meet

these competitive challenges, we could lose market share and experience on overall reduction in our profits.

From time to time, we have

not been awarded a contract due to one or more of the above competitive conditions.

If we are unable to meet these competitive challenges,

resulting in our ability to be awarded contracts, we could lose market share and experience on overall reduction in our profits.

bear the risk of cost overruns in fixed-price contracts.

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revenues may be earned under contracts that are fixed-price or maximum price in nature.

Fixed-price contracts expose us to a number of

risks not inherent in cost-reimbursable contracts.

Under fixed price and guaranteed maximum-price contracts, contract prices are established

in part on cost and scheduling estimates which are based on a number of assumptions, including assumptions about future economic conditions,

prices and availability of labor, equipment and materials, and other exigencies.

If these estimates prove inaccurate, or if circumstances

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

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

A number of contracts in our Services Segment

are and have in past, been fixed-price or maximum price contracts.

Fixed-price contracts expose us to a number of risks not inherent

in cost-reimbursable contracts.

Under fixed price and guaranteed maximum-price contracts, contract prices are established in part on

cost and scheduling estimates which are based on a number of assumptions, including assumptions about future economic conditions, prices

and availability of labor, equipment and materials, and other exigencies.

If these estimates prove inaccurate, or if circumstances change

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

Although we believe that we have complied with applicable environmental

regulations, 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 for amounts previously received.

contracts or subcontracts involving governmental facilities are often subject to specific procurement regulations, contract provisions

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for liabilities arising out of nuclear incidents at DOE nuclear facilities.

That indemnification protects DOE prime contractor, but also

similar companies that work under contract or subcontract for a DOE prime contract or transporting radioactive material to or from a

That indemnification protects DOE prime contractors, but

also similar companies that work under contract or subcontract for a DOE prime contract or transporting radioactive material to or from

The indemnification authority of the DOE under the PAA was extended through 2025 by the Energy Policy Act of 2005.

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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.

in each of the quarters in 2024 but otherwise met all of our other financial covenant requirements.

In the past, we have failed to meet

our minimum FCCR requirement in certain instances and in each case, 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.

If we 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 maintain the required liquidity under our loan agreement with our lender could adversely affect our operations.

are required to maintain a certain level of Liquidity (defined as borrowing availability under the revolving credit plus cash in our

money market deposit account (“MMDA”) maintained with our lender) under our credit facility.

The 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.

of December 31, 2024, we had no borrowing under the revolving part of our credit facility and our Liquidity, as defined under our credit

facility was approximately $33,905,000, which included approximately $28,898,000 cash in our MMDA account primarily from the sales of

our Common Stock completed in May 2024 and December 2024.

These sales were consummated at a negotiated price.

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

Many of these factors are beyond our control.

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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 future.

See above risk

factor for a discussion as to raising Liquidity in connection with our equity financing.

may be unable to utilize loss carryforwards in the future.

have approximately $33,470,000 and $81,775,000 in net operating loss carryforwards for federal and state income tax purposes, respectively

and expires in various amounts starting in 2024 if not used against future federal and state income tax liabilities, respectively.

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

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

Our net loss carryforwards

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income in the future years.

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

Given our recent financial performance, we fully reserved these loss carryforwards in 2024.

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

sustained substantial losses in 2024 and our inability to become profitable on an annualize basis in the foreseeable future could have

a material adverse effect on our operations, credit facility, liquidity and potential growth.

Company sustained substantial losses in 2024.

We believe that our results of operations should substantially improve in 2025.

we fail to become profitable on an annualized basis in the foreseeable future, this could have a material adverse effect on our operations,

credit facility, liquidity and potential growth.

Relating to our Common Stock

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The issuance of our Common Stock

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

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

During 2024, we

raised capital through the sales of our Common Stock in May 2024 (2,051,282 shares) and December 2024 (2,530,000 shares).

As of December

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In addition, as of December 31, 2024, 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.

1,000,900 shares of our Common Stock at exercise prices ranging from $3.15 to $10.20 per share and warrants to purchase 188,038 shares

of our Common Stock at exercise prices of $11.50 and $12.19 per share.

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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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.

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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Without qualified personnel, we may incur delays in rendering our services or be unable to render certain services.

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

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

have in the past lost certain key personnel.

We cannot be certain that we will be successful in our efforts to attract and retain qualified

personnel as their availability is limited 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.

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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.

We bid on numerous projects, and a number of the

projects we bid on, we are not successful in obtaining.

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.

safety record is critical to our reputation.

In addition, many of our government and commercial customers require that we maintain certain

specified safety record guidelines to be eligible to bid for contracts with these customers.

Furthermore, contract terms may provide

for automatic termination in the event that our safety record fails to adhere to agreed-upon guidelines during performance of the contract.

As a result, our failure to maintain our safety record could have a material adverse effect on our business, financial condition and

results of operations.

We have from time to time, experienced incidents which impacted certain safety records.

In addition, many of our government and commercial customers require that we maintain certain specified safety record guidelines to be

eligible to bid for contracts with these customers.

Furthermore, contract terms may provide for automatic termination in the event that

our safety record fails to adhere to agreed-upon guidelines during performance of the contract.

As a result, our failure to maintain

our safety record could have a material adverse effect on our business, financial condition and results of operations.

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

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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 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.

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

believe our proprietary technology is important to us.

to obtain intellectual property protection for our proprietary technologies could negatively affect us.

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

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.

Such misappropriation could adversely effect our operations and financial condition.

Changes to current environmental laws

and regulations also could limit the use of our proprietary technology.

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.

Such misappropriation could adversely

affect our operations and financial condition.

Changes to current environmental laws and regulations also could limit the use of our

proprietary technology.

to maintain effective internal control over financial reporting or failure to remediate a material weakness in internal control over

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

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.

the period ended September 30, 2024, we identified a material weakness related to the precision level required to properly evaluate the

need for a valuation allowance on our U.S.

deferred tax assets.

This material weakness resulted in an income tax valuation adjustment

recorded during the quarter.

The necessary level of precision was not applied when evaluating the need for a valuation allowance.

error was corrected by us in our condensed consolidated financial statements as of September 30, 2024, and for the three and nine months

ended September 30, 2024.

The material weakness noted did not result in a material misstatement in our previously issued financial statements,

nor in the financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2024.

We have remediated

this material weakness as of December 31, 2024 (see “Item 9A.

– Controls and Procedures” for a discussion of the remediation

of this material weakness).

we are unable to maintain adequate internal control over financial reporting or remediate any material weakness identified, there is

a reasonable possibility that a misstatement of our annual or interim financial statements will not be prevented or detected in a timely

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 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).

are a Delaware corporation governed by the Delaware General Corporation 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

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.

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

of December 31, 2024, out of 30,000,000 shares of our Common Stock authorized, we had 18,377,237 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.

is an increasing focus from certain investors and certain of our customers, and other stakeholders concerning corporate responsibility,

specifically related to ESG factors.

Some investors may use these factors to guide their investment strategies and, in some cases, may

choose not to invest in us, or otherwise do business with us, if they believe our policies relating to corporate responsibility are inadequate

or do not align with theirs.

Third party providers of corporate responsibility ratings and reports on companies have increased in number,

resulting in varied standards.

In addition, the criteria by which companies’ corporate responsibility practices are assessed are

evolving, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.

Alternatively, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider,

some investors may conclude that our policies with respect to corporate responsibility are inadequate.

We may face reputational damage

in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.

fail to satisfy the expectations of investors, our customers and other stakeholders or our initiatives are not executed as planned, our

reputation and financial results could be adversely affected and our revenues, results of operations and ability to grow our business

may be negatively impacted.

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

In addition, as of December 31, 2024, we had outstanding options to purchase 1,000,900 shares of our

Common Stock at exercise prices ranging from $3.15 to $10.20 per share and warrants to purchase 188,038 shares of our Common Stock at

exercise prices of $11.50 and $12.19 per share.

Assuming the issuance of the Common Stock underlying such options and warrant, as of

December 31, 2024, we had available for future issuance 10,426,183 shares of authorized and unissued Common Stock, and 2,000,000 shares

of our preferred stock.

All of our authorized preferred stock ae available for issuance.

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.

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