What changed in this filing

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Item 1A. Risk Factors

2024-07-26 compared with 2023-04-11 · 298 added, 213 removed, 382 unchanged (57% of the section changed)

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this Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.

We have concluded that certain of our previously issued

financial statements should not be relied upon and have restated certain of our previously issued consolidated financial statements

which was time-consuming and expensive and could expose us to additional risks that could have a negative effect on us;

The restatement of the Prior Financial Statements may lead to future stockholder litigation;

We have identified material weaknesses in our internal control over financial reporting which could, if not remediated,

adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely

affect investor confidence in our company and, as a result, the value of our common stock;

are vulnerable to economic downturns in the commercial construction market, which may reduce the demand for some of our products

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industry is highly competitive;

currently derive a significant portion of our revenues from one customer.

Loss of business from this customer could have an adverse

effect on our business, financial condition and operating results;

remaining business units have historically generated operating losses and negative cash flows, which may result in the usage of our

currently derive a significant portion of our revenues from two customers.

Material or significant loss of business from these customers

could have an adverse effect on our business, financial condition and operating results;

of our business units have historically generated operating losses and negative cash flows, which may result in the usage of our

departure or loss of key personnel could disrupt our business;

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business operations are dependent upon our ability to engage in successful collective bargaining with our unionized workforce;

The COVID-19 pandemic and its ongoing effects may adversely affect our

law and our corporate charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders

may consider favorable;

trading volume of our common stock has recently increased to a level that is significantly higher than our historical average.

the trading volume of our common stock decreases, we will not be able to ensure investors that an active market for our common stock

will be sustained;

stock price may be volatile, which could result in substantial losses for investors;

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which could affect our market price and liquidity.

Relating to the Restatement of the Prior Financial Statements

We have concluded that certain of our previously

issued financial statements should not be relied upon and have restated certain of our previously issued financial statements which was

time-consuming and expensive and could expose us to additional risks that could have a negative effect on us.

As discussed in the Explanatory Note of this Comprehensive

Form 10-K and in Note 2, “Restatement of Previously Issued Consolidated Financial Statements”

under Item 8 of this Comprehensive Form 10-K, we have concluded that the Prior Financial Statements should not be relied upon.

restated our previously issued (i) audited consolidated financial statements as of and for the fiscal year ended December 31, 2022, included

in the 2022 10-K, and (ii) unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2022, through

September 30, 2023, included in the Form 10-Qs.

The restatement process was time consuming and expensive and could expose us to additional

risks that could have a negative effect on us.

In particular, we incurred substantial unanticipated expenses and costs, including audit,

legal and other professional fees, in connection with the restatement of the Prior Financial Statements and the ongoing remediation of

material weaknesses in our internal control over financial reporting.

We are in the process of implementing certain remediation actions

(see Part II, Item 9A, Controls and Procedures of this Comprehensive Form 10-K for a description of these remediation measures).

extent these steps are not successful, we could be required to incur additional time and expense.

Our management’s attention was

also diverted from some aspects of the operation of our business in connection with the restatement of the Prior Financial Statements

and these ongoing remediation efforts.

In addition, the restatement and related matters could impair our reputation and could cause our

counterparties to lose confidence in us.

Each of these occurrences could have an adverse effect on our business, results of operations,

financial condition and stock price.

The restatement of the Prior Financial Statements

may lead to future stockholder litigation.

Lawsuits may be commenced against the Company and

its officers and directors based in part or whole on allegations related to the restatement of the Prior Financial Statements.

any substantial litigation, the Company expects to devote significant time, attention and resources to the defense of the litigation,

which may have a material adverse effect on the Company even if the litigation is resolved in a manner favorable to the Company, and cannot

predict when or how the litigation will be resolved or estimate what the potential loss or range of loss would be, if any.

have identified material weaknesses in our internal control over financial reporting which could, if not remediated, adversely affect

our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely affect investor

confidence in our company and, as a result, the value of our common stock.

Section 404 of the Sarbanes-Oxley Act of 2002 requires

that public companies evaluate and report on their systems of internal control over financial reporting.

As disclosed in Part II, Item

9A, Controls and Procedures of this Comprehensive Form 10-K, our management, including our Chief Executive Officer and our Chief Financial

Officer, has determined that we had material weaknesses in our internal control over financial reporting as of December 31, 2023, due to

the following material weaknesses:

(i) the accounting for revenues and

costs associated with over-time contracts, which resulted in material misstatements relating to the percentage of completion used to recognize

(ii) the accounting for inventory and related cost of sales and (iii) lack of sufficient accounting personnel which negatively

impacted the Company’s ability to maintain appropriate segregation of duties, and close, consolidate and file financial statements

on a timely basis to meet SEC regulations.

These material weaknesses resulted in identified material misstatements

to the financial statements, and the Prior Financial Statements are restated in this filing.

As a result of these material weaknesses,

the Company’s management, under the supervision of the Audit Committee and with participation of the Company’s Chief Executive

Officer and Chief Financial Officer, concluded that the Company’s internal control over financial reporting was not effective as

of December 31, 2023.

Although we are working to remedy the material

weaknesses and ineffectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures,

there can be no assurance as to when the remediation plan will be fully developed and implemented or the outcome of such remediation

efforts, or that in the future, additional material weaknesses will not exist, reoccur or otherwise be discovered, a risk that is significantly

increased in light of the complexity of our business.

Until our remediation plan is fully implemented, our management will continue to

devote significant time, attention and financial resources to these efforts.

If we do not complete our remediation in a timely fashion,

or at all, or if our remediation plan is inadequate, there will continue to be an increased risk that our future consolidated financial

statements could contain errors that will be undetected.

If we continue to have these existing material weaknesses, other material weaknesses

or significant deficiencies in the future, it could create a perception that our financial results do not fairly state our financial

condition or results of operations.

See “ Part II.

Item 9A – Controls and Procedures.

” These material weaknesses

could adversely affect our business, reputation, revenues, results of operations, financial condition, and liquidity.

They could also

adversely affect our ability to timely file periodic reports under the Exchange Act, and limit our ability to access the capital markets

through equity or debt issuances.

Additional impacts could include a decline in our stock price, suspension of trading or delisting of

our common stock by the Nasdaq Capital Market.

Any of the foregoing could have an adverse effect on the value of our stock.

information relating to the Company’s internal control over financial reporting, the material weaknesses that existed as of December

31, 2023, and the remediation activities undertaken by us, see Part II, Item 9A, Controls and Procedures of this Comprehensive Form 10-K.

See also “— Failure to establish and maintain

effective internal control over financial reporting may result in us not being able to accurately report our financial results, which

could result in a loss of investor confidence and adversely affect the market price of our common stock.

Failure to establish and maintain effective

internal control over financial reporting may result in us not being able to accurately report our financial results, which could result

in a loss of investor confidence and adversely affect the market price of our common stock.

We are responsible for establishing and maintaining

adequate internal control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

GAAP (as defined below).

Because we are continuing to implement remedial actions to strengthen our financial control and management systems, our internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

A failure to prevent or detect errors or misstatements may result in a decline in the price of our common

stock and harm our ability to raise capital in the future.

If our management is unable to certify the

effectiveness of our internal controls or if material weaknesses or significant deficiencies in our internal controls are

identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a

decline in the price of our common stock.

As disclosed under “Item 9A.

Controls and Procedures” in this Comprehensive

Form 10-K, in connection with preparing our financial statements for the year ended December 31, 2023, management concluded that

material weaknesses existed in our internal control over financial reporting due to the following material weaknesses:

accounting for revenues and costs associated with over-time contracts, which resulted in material misstatements relating to the

percentage of completion used to recognize revenue;

(ii) the accounting for inventory and related cost of sales and (iii) lack of

sufficient accounting personnel which negatively impacted the Company’s ability to maintain appropriate segregation of duties,

and close, consolidate and file financial statements on a timely basis to meet SEC regulations.

In addition, due to the

same material weaknesses, we determined that our disclosure controls and procedures were not effective as of December 31, 2023.

“— We have identified material weaknesses in our

internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial

condition and results of operations in a timely and accurate manner, which may adversely affect investor confidence in our company

and, as a result, the value of our common stock.”

In addition, if we do not maintain adequate financial

and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis,

which could cause a decline in the price of our common stock and harm our ability to raise capital.

Failure to accurately report our financial

performance on a timely basis could also jeopardize our listing on Nasdaq.

Delisting of our common stock on any exchange would reduce

the liquidity of the market for our common stock, which would reduce the price of, and increase the volatility of, our common stock.

also “—Risks Relating to Our Organization— We have identified material weaknesses in our internal control over financial

reporting, and if we are unable to achieve and maintain effective internal control over financial reporting or effective disclosure controls,

this could have a material adverse effect on our business .”

We do not expect that our disclosure controls and

procedures and internal control over financial reporting will prevent all error or fraud.

A control system, no matter how well designed

and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered

relative to their costs.

Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues within an organization will be detected.

The inherent limitations include the realities that judgments in decision-making

can be faulty and that breakdowns can occur because of simple errors or mistakes.

Controls can also be circumvented by individual acts

of certain persons, by collusion of two or more people or by management override of the controls.

Due to the inherent limitations in a

cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all.

also “—General Risk Factors— There are inherent limitations in all control systems, and misstatements due to error

or fraud may occur and not be detected .” If we cannot provide reliable financial reports or prevent fraud, our reputation and

operating results could be materially adversely affected, which could also cause investors to lose confidence in our reported financial

information, which in turn could result in a reduction in the price of our common stock.

In addition, acquisitions can pose challenges in

implementing the required processes, procedures and controls in the new operations.

Companies that are acquired by us may not have disclosure

controls and procedures or internal control over financial reporting that are as thorough or effective as those required by the securities

laws that currently apply to us.

Relating to Our Business and Industry

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electrical equipment manufacturing industry is highly competitive.

Principal competitors in our markets in the T&D Solutions segment

include Crown Electric Engineering and Manufacturing, LLC, Industrial Electric Machinery, LLC, RESA Power, LLC, Eaton Corporation, Switchgear

Power Systems, LLC, Myers Power Products, Inc.

Principal competitors in our markets include Crown Electric Engineering

and Manufacturing, LLC, Industrial Electric Machinery, LLC, RESA Power, LLC, Switchgear Power Systems, LLC, Myers Power Products, Inc.

and Powell Industries, Inc.

Some of these competitors, as well as other companies in the

broader electrical equipment manufacturing and service industry where we expect to compete, are significantly larger and have substantially

greater resources than we do and are able to achieve greater economies of scale and lower cost structures than us and may, therefore,

be able to provide their products and services to customers at lower prices than we are able to.

Moreover, our competitors could develop

the expertise, experience and resources to offer products that are superior in both price and quality to our products.

While we seek

to compete by providing more customized, highly-engineered products, there are few technical or other barriers to prevent much larger

companies in our industry from putting more emphasis on this same strategy.

Similarly, we cannot be certain that we will be able to market

our business effectively in the face of competition or to maintain or enhance our competitive position within our industry, maintain

our customer base at current levels or increase our customer base.

Our inability to manage our business in light of the competitive forces

we face could have a material adverse effect on our results of operations.

currently derive a significant portion of our revenues from one customer.

Material or significant loss of business from this customer

Some of these competitors, as well as other companies in the broader electrical equipment manufacturing and

service industry where we expect to compete, are significantly larger and have substantially greater resources than we do and are able

to achieve greater economies of scale and lower cost structures than us and may, therefore, be able to provide their products and services

to customers at lower prices than we are able to.

Moreover, our competitors could develop the expertise, experience and resources to

offer products that are superior in both price and quality to our products.

While we seek to compete by providing more customized, highly-engineered

products, there are few technical or other barriers to prevent much larger companies in our industry from putting more emphasis on this

same strategy.

Similarly, we cannot be certain that we will be able to market our business effectively in the face of competition or

to maintain or enhance our competitive position within our industry, maintain our customer base at current levels or increase our customer

Our inability to manage our business in light of the competitive forces we face could have a material adverse effect on our results

of operations.

currently derive a significant portion of our revenues from two customers.

Material or significant loss of business from these customers

could have an adverse effect on our business, financial condition and operating results.

depend on one customer for a large portion of our business, and any change in the level of orders from this customer could have a significant

impact on our results of operations.

Enchanted Rock Electric, LLC accounted for 45% of our total sales in the year ended December 31,

Loss of business from this customer could have an adverse effect on our business, financial condition and operating results.

majority of our sales to Enchanted Rock Electric, LLC were made pursuant to contract terms and conditions for each project.

Business - Customers”.

remaining business units have historically generated operating losses and negative cash flows, which may result in the usage of our cash.

We have two business units (PCEP and Titan), and

these two units have been unable to earn positive income and generate positive cash flow in their recent history.

With $10.3 million

of cash as of December 31, 2022, any such losses will negatively impact our cash balance.

depend on two customers for a large portion of our business, and any change in the level of orders from these customers could have a

significant impact on our results of operations.

Approximately 42% and 20% of our sales during the year ended December 31, 2023 were

made to Enchanted Rock Electric, LLC and Sequel Electrical Supply, LLC, respectively.

Loss of business from these customers could have

an adverse effect on our business, financial condition and operating results.

The majority of our sales to Enchanted Rock Electric, LLC

and Sequel Electrical Supply, LLC were made pursuant to contract terms and conditions for each project.

of our business units have historically generated operating losses and negative cash flows, which may result in the usage of our cash.

have two business units (PCEP and Titan), and these two units have been unable to earn positive income and generate positive cash flow

in their recent history.

With $3,582 of cash as of December 31, 2023, any such losses will negatively impact our cash balance.

departure or loss of key personnel could disrupt our business.

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raw material costs represented approximately 38% and 50% of our revenues for the years ended December 31, 2023 and 2022, respectively.

The principal raw materials purchased by us are copper, sensors, breakers, meters, relays, switches, fuses, protectors and circuit breakers.

The principal raw materials purchased by us are metal, copper, sensors, breakers, meters, relays, switches, fuses, protectors and circuit

These raw materials and components are available from, and supplied by, numerous sources at competitive prices.

Unanticipated increases

in raw material prices or disruptions in supply could increase production costs and adversely affect our profitability.

We cannot provide

any assurances that we will not experience difficulties sourcing our raw materials in the future.

Unanticipated

increases in raw material prices or disruptions in supply could increase production costs and adversely affect our profitability.

cannot provide any assurances that we will not experience difficulties sourcing our raw materials in the future.

may not be able to fully realize the revenue value reported in our backlog.

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As of December

31, 2022, our order backlog was $37.2 million.

Orders included in our backlog are represented by customer purchase orders and service

contracts that we believe to be firm.

Backlog consists of customer orders that either (1) have not yet been started or (2) are in progress

and are not yet completed.

In the latter case, the revenue value reported in backlog is the remaining value associated with work that

has not yet been billed and recognized as revenue.

31, 2023, our order backlog was $45,165.

Orders included in our backlog are represented by customer purchase orders and service contracts

that we believe to be firm.

Backlog consists of customer orders that either (1) have not yet been started or (2) are in progress and

are not yet completed.

In the latter case, the revenue value reported in backlog is the remaining value associated with work that has

not yet been billed and recognized as revenue.

From time to time, customer orders are canceled that appeared to have a high certainty

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disruptions, including disruptions or delays in loading container cargo in ports of origin or off-loading cargo at ports of destination,

as a result of the COVID-19 pandemic, congestion in port terminal facilities, labor supply and shipping container shortages, inadequate

equipment and persons to load, dock and offload container vessels and for other reasons.

These disruptions may impact our ability to

receive materials and products from our manufacturers and suppliers, to distribute our products to our customers in a cost-effective

and timely manner and to meet customer demand, all of which could have an adverse effect on our financial condition and results of operations.

There can be no assurance that further unforeseen events impacting the supply chain will not have a material adverse effect on us in

Additionally, the impacts that supply chain disruptions have on our third-party manufacturers and suppliers are not within

It is not currently possible to predict how long it will take for these supply chain disruptions to cease or ease.

supply chain disruptions that may impact us or our manufacturers and suppliers could interrupt product manufacturing, increase raw material

and product lead times, increase raw material and product costs, impact our ability to meet customer demand and result in lost sales

and reputational damage, all of which could have a material adverse effect on our business, financial condition and results of operations.

congestion in port terminal facilities, labor supply and shipping container shortages, inadequate equipment and persons to load, dock

and offload container vessels and for other reasons.

These disruptions may impact our ability to receive materials and products from

our manufacturers and suppliers, to distribute our products to our customers in a cost-effective and timely manner and to meet customer

demand, all of which could have an adverse effect on our financial condition and results of operations.

There can be no assurance that

further unforeseen events impacting the supply chain will not have a material adverse effect on us in the future.

Additionally, the impacts

that supply chain disruptions have on our third-party manufacturers and suppliers are not within our control.

It is not currently possible

to predict how long it will take for these supply chain disruptions to cease or ease.

Prolonged supply chain disruptions that may impact

us or our manufacturers and suppliers could interrupt product manufacturing, increase raw material and product lead times, increase raw

material and product costs, impact our ability to meet customer demand and result in lost sales and reputational damage, all of which

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

business may face cybersecurity risk generally associated with our information technology systems which could materially affect our business,

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and would inhibit our ability to maintain our business or grow our revenues, and may adversely impact our profitability.

overall tightening and increasingly competitive labor market, notably in response to the COVID-19 pandemic, has been recently

observed in the U.S.

A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs,

such as increased wage rates to attract and retain employees, and could negatively affect our ability to efficiently operate our

manufacturing facilities and overall business.

If we are unable to hire and retain employees capable of performing at a high-level,

or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing,

have unintended negative effects, our business could be adversely affected.

An overall labor shortage, lack of skilled labor,

increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity or

overall tightening and increasingly competitive labor market has been observed in the United States.

A sustained labor shortage or increased

turnover rates within our employee base could lead to increased costs, such as increased wage rates to attract and retain employees,

and could negatively affect our ability to efficiently operate our manufacturing facilities and overall business.

If we are unable to

hire and retain employees capable of performing at a high-level, or if mitigation measures we may take to respond to a decrease in labor

availability, such as overtime and third-party outsourcing, have unintended negative effects, our business could be adversely affected.

An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations,

results of operations, liquidity or cash flows.

business operations are dependent upon our ability to engage in successful collective bargaining with our unionized workforce.

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Strikes or labor disputes with our employees may adversely affect our ability to conduct our business.

The COVID-19 pandemic and its ongoing effects

may adversely affect our business.

The global coronavirus pandemic and its ongoing effects

could have a negative impact on our revenues and operating results.

This pandemic could result in disruptions and damage to our business,

caused by both the negative impact to our ability to obtain cost effective raw materials, supplies and component parts necessary to operate

our business and the negative impact on our ability to operate our facility should the coronavirus spread more broadly in the regions

we are located, thereby creating an increased risk of exposure to our workforce which cannot operate our facility remotely.

The full impact

of the COVID-19 pandemic and its ongoing effects continues to evolve as the date of this report.

As such, it continues to be uncertain

as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations.

year ended December 31, 2022, the Company was able to operate substantially at capacity during the COVID-19 pandemic.

Given the daily

evolution of the COVID-19 pandemic, its ongoing effects, and the global responses to the continuing crisis, we are not able to estimate

the full effects of the COVID-19 pandemic and its ongoing effects at this time, however, if the ongoing effects of the COVID-19 pandemic

continue or worsen, it may have an adverse effect on the Company’s results of operations, financial condition, or liquidity.

efforts will not completely prevent our business from being adversely affected, and the longer the pandemic impacts supply and demand

and the more broadly the pandemic spreads, it is more likely that the impact on our business, revenues and operating results will become

increasingly negative.

In addition, the continuation

of the COVID-19 pandemic or a significant outbreak of other infectious diseases could result in a widespread health crisis that could

adversely affect the economies and financial markets worldwide, resulting in an economic downturn that could impact our business, financial

condition and results of operations.

Relating to Our Organization

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the prevailing market price.

have identified a material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective

internal control over financial reporting or effective disclosure controls, this could have a material adverse effect on our business .

discussed in Item 9A “Controls and Procedures”, we concluded there is a material weakness of our internal control over financial

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements

will not be prevented or detected on a timely basis by the company’s internal controls.

cannot assure you that we will be able to remediate our existing material weakness in a timely manner, if at all, or that in the future

additional material weaknesses will not exist, reoccur or otherwise be discovered, a risk that is significantly increased in light of

the complexity of our business.

If our efforts to remediate these material weaknesses, as described in Item 9A “Controls and Procedures”,

are not successful or if other deficiencies occur, our ability to accurately and timely report our financial position, results of operations,

cash flows or key operating metrics could be impaired, which could result in late filings of our annual and quarterly reports under the

Exchange Act, restatements of our consolidated financial statements or other corrective disclosures.

Additional impacts could include

a decline in our stock price, suspension of trading or delisting of our common stock by the Nasdaq Capital Market, or other material

adverse effects on our business, reputation, and results of operations, financial condition or liquidity.

Furthermore, if we continue

to have this existing material weakness, other material weaknesses or significant deficiencies in the future, it could create a perception

that our financial results do not fairly state our financial condition or results of operations.

Any of the foregoing could have an adverse

effect on the value of our stock.

Relating to our Common Stock

trading volume of our common stock has recently increased to a level that is significantly higher than our historical average.

trading volume of our common stock decreases, we will not be able to ensure investors that an active market for our common stock will

be sustained.

trading volume of our common stock spiked significantly in Fiscal 2022 and Fiscal 2021, and our common stock has continued to trade at

higher volumes than our historical average.

We do not know why the trading volume of our common stock has spiked significantly;

however, that the sharp spike in the trading volume of our common stock is the result of a number of factors outside our control, including

recent volatility in the stock market, which continues to remain unpredictable.

There has been no recent change in our financial condition

or results of operations that is consistent with the increase in the trading volume of our common stock, and the recent spike in the

trading volume of our common stock may not be sustained.

the event of a rapid decrease in the trading volume of our common stock, there can be no assurance that an active trading market in our

common stock could be maintained, and any illiquidity resulting from such a decrease in the trading volume of our common stock may result

in the market price not accurately reflecting our relative value.

If our common stock were to be thinly traded, even limited trading

in our common stock could lead, as it has at times in the past, to dramatic fluctuations in share price, and investors might not be able

to liquidate their investment in us at all or at a price that reflects the value of the business.

stock price may be volatile, which could result in substantial losses for investors.

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financial markets, capital and exchange controls, unstable global credit markets and financial

conditions and the COVID-19 pandemic, have led to periods of significant economic instability, declines in consumer confidence and discretionary

spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, and increased

unemployment rates.

Our general business strategy may be adversely affected by any such economic downturns, volatile business environments

and continued unstable or unpredictable economic and market conditions.

If these conditions continue to deteriorate or do not improve,

it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive.

In addition, there is

a risk that one or more of our current or future service providers, manufacturers, suppliers, our third-party payors, and other partners

could be negatively affected by difficult economic times, which could adversely affect our ability to attain our operating goals on schedule

and on budget or meet our business and financial objectives.

In addition, we face several risks associated with international business and are subject to global events beyond our control, including

conditions, have led to periods of significant economic instability, declines in consumer confidence and discretionary spending, diminished

expectations for the global economy and expectations of slower global economic growth going forward, and increased unemployment rates.

Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued

unstable or unpredictable economic and market conditions.

If these conditions continue to deteriorate or do not improve, it may make

any necessary debt or equity financing more difficult to complete, more costly, and more dilutive.

In addition, there is a risk that

one or more of our current or future service providers, manufacturers, suppliers, our third-party payors, and other partners could be

negatively affected by difficult economic times, which could adversely affect our ability to attain our operating goals on schedule and

on budget or meet our business and financial objectives.

addition, we face several risks associated with international business and are subject to global events beyond our control, including

war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts

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region, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest;

and natural or man-made disasters, including

famine, flood, fire, earthquake, storm or disease.

In addition, the consequences of the ongoing conflict between Russia and Ukraine, including

related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact

geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely

affect our business and operations.

and natural or man-made disasters,

including famine, flood, fire, earthquake, storm or disease.

In addition, the consequences of the ongoing conflict between Israel and

Hamas, and the ongoing conflict between Russia and Ukraine, including related sanctions and countermeasures, and the effects of rising

global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy,

and contribute to increased market volatility, which may in turn adversely affect our business and operations.

face risks associated with litigation and claims, which could impact our financial results and condition.

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persons, property or the environment from hazardous substances used, generated or disposed of in the conduct of our business.

We have been involved in the past and may in the future be involved in legal proceedings.

or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

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our operating results or cause us to fail to meet our reporting obligations.

See also “—Risks Relating to the Restatement

of the Prior Financial Statements-- Failure to establish and maintain effective internal control over financial reporting may result

in us not being able to accurately report our financial results, which could result in a loss of investor confidence and adversely affect

the market price of our common stock .”

are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 require us to identify material weaknesses in internal

control over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial reporting

for external purposes in accordance with accounting principles generally accepted in the United States.

Our management, including our

chief executive officer and chief financial officer, does not expect that our internal controls and disclosure controls will prevent

all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

In addition, the design of a control system must reflect the fact that there are resource

constraints and the benefit of controls must be relative to their costs.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, in our company have

been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can

occur because of simple errors or mistakes.

Further, controls can be circumvented by individual acts of some persons, by collusion of

two or more persons, or by management override of the controls.

The design of any system of controls is also based in part upon certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Over time, a control may be inadequate because of changes in conditions, such as growth

of the company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate.

of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In addition, discovery and disclosure of a material

weakness, by definition, could have a material adverse impact on our financial statements.

See “—Risks Relating to Our Organization--

We have identified a material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain

effective internal control over financial reporting or effective disclosure controls, this could have a material adverse effect on our

business .” Such an occurrence could discourage certain customers or suppliers from doing business with us and adversely affect

how our stock trades.

This could in turn negatively affect our ability to access equity markets for capital.

ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 require us to identify material weaknesses in

internal control over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial

reporting for external purposes in accordance with accounting principles generally accepted in the United States.

Our management,

including our chief executive officer and chief financial officer, does not expect that our internal controls and disclosure

controls will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

In addition, the design of a control system

must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs.

the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, in our company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.

Further, controls can be

circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls.

design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

control may be inadequate because of changes in conditions, such as growth of the company or increased transaction volume, or the

degree of compliance with the policies or procedures may deteriorate.

Because of inherent limitations in a cost-effective control

system, misstatements due to error or fraud may occur and not be detected.

What changed 10-K

Item 1A. Risk Factors