What changed in this filing

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Item 1A. Risk Factors

2026-04-08 compared with 2025-04-15 · 258 added, 185 removed, 430 unchanged (51% 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.

have identified a material weakness 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;

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;

operating results may vary significantly from quarter to quarter, which makes our operating results difficult to predict and can

cause our operating results in any particular period to be less than comparable quarters and expectations from time to time;

industry is highly competitive;

significant portion of our revenues have historically been concentrated and derived from a few 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

operations have been curtailed following the PCEP Sale, and we have limited sources

of revenue following such sale, which may negatively impact the value and liquidity of our common stock;

departure or loss of key personnel could disrupt our business;

in the price and supply of materials used to manufacture our products may reduce our profits;

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

are subject to pricing pressure from our larger customers;

Deterioration

in the credit quality of several major customers could have a material adverse effect on our operating results and financial condition;

rely on third parties for key elements of our business whose operations are outside our control;

chain and shipping disruptions may result in shipping delays, a significant increase in shipping costs, and could increase product

costs and result in lost sales and reputational damage, which may have a material adverse effect on our business, operating results

and financial condition;

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

business, and our results of operations could be materially affected if our information technology systems (or third-party systems

we rely on) are interrupted, damaged by unforeseen events, or fail for any extended period of time;

business requires skilled labor, and we may be unable to attract and retain qualified employees;

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

may consider favorable;

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

risk management activities may leave us exposed to unidentified or unanticipated risks;

environmental, monetary and other governmental policies could have a material adverse effect on our profitability;

market and economic conditions may negatively impact our business, financial condition and stock price;

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

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

are subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and

resources may not be adequately prepared;

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

acquisitions that we have completed, or may complete in the future, may not perform as planned and could disrupt our business and

harm our financial condition and operations;

success of our business depends on achieving our strategic objectives, including dispositions;

we do not conduct an adequate due diligence investigation of a target business that we acquire, we may be required subsequently to

take write downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our

financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment;

may be unable to generate internal growth;

the event that we fail to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted,

which could affect our market price and liquidity.

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;

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;

Our operating results may

vary significantly from quarter to quarter, which makes our operating results difficult to predict and can cause our operating results

in any particular period to be less than comparable quarters and expectations from time to time;

Our industry is highly

A significant portion of

our revenues have historically been concentrated and derived from a few customers.

Material or significant loss of business from

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

Certain of our business

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

Our operations have been

curtailed following the PCEP Sale, and we have limited sources of revenue following such sale, which may negatively impact the value

and liquidity of our common stock;

The departure or loss of

key personnel could disrupt our business;

Fluctuations in the price

and supply of materials used to manufacture our products may reduce our profits;

We may not be able to fully

realize the revenue value reported in our backlog;

We are subject to pricing

pressure from our larger customers;

Deterioration in the credit

quality of several major customers could have a material adverse effect on our operating results and financial condition;

We rely on third parties

for key elements of our business whose operations are outside our control;

Supply chain and shipping

disruptions may result in shipping delays, a significant increase in shipping costs, and could increase product costs and result

in lost sales and reputational damage, which may have a material adverse effect on our business, operating results and financial

Our business may face cybersecurity

risk generally associated with our information technology systems which could materially affect our business, and our results of

operations could be materially affected if our information technology systems (or third-party systems we rely on) are interrupted,

damaged by unforeseen events, or fail for any extended period of time;

Our business requires skilled

labor, and we may be unable to attract and retain qualified employees;

Delaware law and our corporate

charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider

Our stock price may be

volatile, which could result in substantial losses for investors;

Our risk management activities

may leave us exposed to unidentified or unanticipated risks;

Regulatory, environmental,

monetary and other governmental policies could have a material adverse effect on our profitability;

Global, market

and economic conditions may negatively impact our business, financial condition and stock price;

We face risks associated

with litigation and claims, which could impact our financial results and condition;

Offers or availability

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

We are subject to financial

reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately

There are inherent limitations

in all control systems, and misstatements due to error or fraud may occur and not be detected;

Any acquisitions that we

have completed, or may complete in the future, may not perform as planned and could disrupt our business and harm our financial condition

and operations;

The success of our business

depends on achieving our strategic objectives, including dispositions;

If we do not conduct an

adequate due diligence investigation of a target business that we acquire, we may be required subsequently to take write downs or

write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition,

results of operations and our stock price, which could cause you to lose some or all of your investment;

We may be unable to generate

internal growth;

In the event that we fail

to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted, which could affect our

market price and liquidity.

Relating to Our Business and Industry

have identified a material weakness 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.

404 of the Sarbanes-Oxley Act of 2002 requires that public companies evaluate and report on their systems of internal control over financial

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 a material weakness in our internal control over financial

reporting as of December 31, 2024 related to the lack of sufficient accounting personnel which negatively impacted the Company’s

ability to maintain appropriate segregation of duties.

As a result of this material weakness, 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, 2024.

we are working to remedy the material weakness 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.

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 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.

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.

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 Annual Report on Form 10-K, our management,

including our Chief Executive Officer and our Chief Financial Officer, has determined that we have two material weaknesses in our

internal control over financial reporting as of December 31, 2025, a material weakness related to the lack of sufficient accounting

personnel with the requisite skills, knowledge and expertise which negatively impacted the Company’s ability to maintain

appropriate segregation of duties and effective controls, as well as a material weakness around information technology general controls related to user access and privileged access within systems supporting the Company’s accounting and financial

reporting processes which allowed certain individuals to have elevated access to systems inconsistent with such individuals’ business

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, 2025.

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.

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

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

See “ Part II.

Item 9A – Controls and Procedures.

This material weakness 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

For more information relating to the Company’s internal control over financial reporting, the material weakness that existed

as of December 31, 2024, and the remediation activities undertaken by us, see Part II, Item 9A, Controls and Procedures of this Comprehensive

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.

” These material weaknesses could adversely affect

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

This 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, 2025, and the remediation activities undertaken by us, see Part II, Item 9A, Controls and Procedures of this Annual

Report on 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.

to establish and maintain effective internal control over financial reporting may result in us not being able to accurately report our

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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.

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, 2024, management

concluded that a material weakness existed in our internal control over financial reporting related to the lack of sufficient accounting

personnel which negatively impacted the Company’s ability to maintain appropriate segregation of duties.

In addition, due to the

same material weakness, we determined that our disclosure controls and procedures were not effective as of December 31, 2024.

have identified a material weakness 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.”

Procedures” in this Annual Report on Form 10-K, in connection with preparing our financial statements for the year ended

December 31, 2025, management concluded that two material weaknesses existed in our internal control over financial reporting

related to the lack of sufficient accounting personnel with the requisite skills, knowledge and expertise which negatively impacted

the Company’s ability to maintain appropriate segregation of duties and effective controls, as well as a material weakness in

our information technology general controls related to user access and privileged access within systems supporting the Company’s accounting and financial

reporting processes which allowed certain individuals to have elevated access to systems inconsistent with such individuals’ business

In addition, due to the same material weaknesses, we determined that our disclosure controls and

procedures were not effective as of December 31, 2025.

See “— We have identified two 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.”

addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately

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Factors that affect our operating results include the following:

size, timing and terms of sales and orders, especially large customer orders;

caused by customers delaying, deferring or canceling purchase orders or making smaller purchases

than expected;

timing and volume of work under new agreements;

spending patterns of customers;

orders received;

change in the mix of our products having different margins;

change in the mix of our customers, contracts and business;

in design and manufacturing costs;

length of our sales cycles;

rates at which customers renew their contracts with us;

in pricing by us or our competitors, or the need to provide discounts to win business;

change in the demand or production of our products caused by severe weather conditions;

ability to control costs, including operating expenses;

experienced in our operations not otherwise covered by insurance;

ability and willingness of customers to pay amounts owed to us;

timing of significant investments in the growth of our business, as the revenue and profit

we hope to generate from those expenses may lag behind the timing of expenditures;

related to the acquisition and integration of companies or assets;

economic trends, including changes in equipment spending or national or geopolitical events

such as economic crises, wars or incidents of terrorism;

accounting pronouncements and changes in accounting policies.

the size, timing

and terms of sales and orders, especially large customer orders;

variations caused by customers

delaying, deferring or canceling purchase orders or making smaller purchases than expected;

the timing and volume of

work under new agreements;

the spending patterns of

customer orders received;

a change in the mix of

our products having different margins;

the mix of our customers, contracts and business;

increases in design and

manufacturing costs;

the length of our sales

the rates at which customers

renew their contracts with us;

changes in pricing by us

or our competitors, or the need to provide discounts to win business;

a change in the demand

or production of our products caused by severe weather conditions;

our ability to control

costs, including operating expenses;

losses experienced in our

operations not otherwise covered by insurance;

the ability and willingness

of customers to pay amounts owed to us;

the timing of significant

investments in the growth of our business, as the revenue and profit we hope to generate from those expenses may lag behind the timing

of expenditures;

costs related to the acquisition

and integration of companies or assets;

general economic trends,

including changes in equipment spending or national or geopolitical events such as economic crises, wars or incidents of terrorism;

future accounting pronouncements

and changes in accounting policies.

our operating results in any particular quarter may not be indicative of the results that you can expect for any other quarter or for

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Many of these companies have a larger geographic footprint than Pioneer and substantially greater financial resources.

significant portion of our revenues have historically been concentrated and derived from a few customers.

Material or significant loss

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

significant portion of our revenues have historically been and continue to be concentrated and derived from a few customers.

or significant loss of business from customers could have an adverse effect on our business, financial condition and operating results.

historically have depended, and expect to continue to depend on a small number of customers for a large portion of our business each

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results of operations, and a loss of business from customers could have an adverse effect on our business, financial condition and operating

Approximately 22% and 13% of our sales during the year ended December 31, 2024, were made to INF Associates, LLC and British

Columbia Hydro and Power Authority, respectively.

The majority of our sales to these customers and other customers in the past were made

pursuant to contract terms and conditions for each project and it is expected that future sales will similarly be made pursuant to the

relevant contract terms and conditions for future projects.

Approximately 24% and 13% of our sales during the year ended December 31, 2025, were made to Eneridge, Inc.

and SparkCharge,

respectively.

As of December 31, 2025, one customer represented 100% of the Company’s lease receivable balance.

The majority of

our sales to these customers and other customers in the past were made pursuant to contract terms and conditions for each project and

it is expected that future sales will similarly be made pursuant to the relevant contract terms and conditions for future projects.

Business - Customers”.

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

the sale of our PCEP business unit in October 2024,

we now have one business unit (Critical Power), which has been unable to earn positive income and generate positive cash flow in its

Critical Power business has historically generated operating losses and negative cash flows, which may result in the usage of our cash.

currently have one business unit (Critical Power), which has been unable to earn positive income and generate positive cash flow in its

recent history.

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in the price and supply of materials used to manufacture our products may reduce our profits.

principal materials purchased by us certain electrical and engine components such as generators, transfer switches, electric vehicle

chargers and related parts from a variety of suppliers.

These components are available from, and supplied by, numerous sources at competitive

Unanticipated increases in component 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 materials in the future.

principal materials purchased by us are certain electrical and engine components such as generators, transfer switches, electric

vehicle chargers and related parts from a variety of suppliers.

These components are available from, and supplied by, numerous

sources at competitive prices.

Unanticipated increases in component 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

materials in the future.

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

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in the credit quality of several major customers could have a material adverse effect on our operating results and financial condition.

significant asset included in our working capital is accounts receivable from customers.

If customers responsible for a significant amount

of accounts receivable become insolvent or are otherwise unable to pay for products and services, or become unwilling or unable to make

payments in a timely manner, our operating results and financial condition could be adversely affected.

A significant deterioration in

the economy could have an adverse effect on these accounts receivable, which could result in longer payment cycles, increased collection

costs and defaults in excess of management’s expectations.

Deterioration in the credit quality of our major customers could have

a material adverse effect on our operating results and financial condition.

assets included in our working capital are accounts receivable and lease receivable from customers.

If customers responsible for a

significant amount of accounts receivable and lease receivable become insolvent or are otherwise unable to pay for products and

services, or become unwilling or unable to make payments in a timely manner, our operating results and financial condition could be

adversely affected.

A significant deterioration in the economy could have an adverse effect on these accounts receivable and lease receivable, which

could result in longer payment cycles, increased collection costs and defaults in excess of management’s expectations.

Deterioration in the credit quality of our major customers could have a material adverse effect on our operating results and

financial condition.

rely on third parties for key elements of our business whose operations are outside our control.

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rely on information systems (“IS”) in our business to obtain, rapidly process, analyze, manage and store data to among other

process and ship orders on a timely basis;

the accurate billing and collections from our customers.

receive, process

and ship orders on a timely basis;

manage the accurate billing

and collections from our customers.

risks have generally increased in recent years, and a cyberattack that bypasses our IS security systems causing an IS security breach

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breaches may include, among other things:

results could be materially affected due to theft, destruction, loss, misappropriation or

release of confidential data or intellectual property;

● operational

or business delays resulting from the disruption of information systems and subsequent clean-up

and mitigation activities;

may incur claims, fines and penalties, and costs for remediation, or substantial defense

and settlement expenses;

publicity resulting in reputation or brand damage with our customers, partners or industry

results could be materially affected due to theft, destruction, loss, misappropriation or release of confidential data or intellectual

or business delays resulting from the disruption of information systems and subsequent clean-up and mitigation activities;

may incur claims, fines and penalties, and costs for remediation, or substantial defense and settlement expenses;

publicity resulting in reputation or brand damage with our customers, partners or industry peers.

have various insurance policies, covering risks in amounts that we consider adequate.

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results of operations, liquidity or cash flows.

Demand for Edge AI infrastructure, data centers,

and distributed energy solutions may not develop as expected or increase demand for our solutions.

The projections regarding the anticipated expansion

of generative AI, Edge Computing and data center infrastructure and the global electricity demand from data centers are subject to significant

uncertainty and may not materialize within the expected timeframes, or at all.

Factors such as slower adoption of AI or Edge Computing

technologies, improvements in data center energy efficiency, changes in regulatory or utility frameworks, or broader economic conditions

could reduce or delay infrastructure investment and related power demand.

Our PRYMUS mobile microgrid platform is designed to provide

scalable onsite power solutions in 1 MW to 10 MW blocks with relatively rapid deployment timelines.

However, our ability to generate revenue

from this platform depends in part on continued growth in demand for decentralized energy systems serving data centers and similar industrial

applications.

If demand for such solutions develops more slowly than anticipated, if customers adopt alternative energy or infrastructure

solutions, or if centralized grid capacity expands more quickly than expected demand for our products and services could be materially

In addition, industry projections regarding the growth of the global microgrid market, including estimates of market size and

compound annual growth rates for certain capacity segments, are based on third-party data and assumptions that may prove inaccurate.

the microgrid market does not grow as forecast, or if competing technologies or market developments reduce the need for distributed power

generation, our business, financial condition, and results of operations could be materially and adversely affected.

Relating to Our Organization

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innovations or new products and services by us or our competitors;

or departures of key personnel, including Nathan J.

Mazurek, our chairman, president and

chief executive officer;

of our common stock, including management shares;

availability of freely-tradable “unrestricted” shares of our common stock to

satisfy purchase orders and demand;

ability to execute our business plan;

results that fall below expectations;

of any strategic relationship;

developments;

and other external factors;

ability to manage the costs of maintaining adequate internal financial controls and procedures

in connection with the acquisition of additional businesses;

● period-to-period

fluctuations in our financial results;

● announcements

of acquisitions.

additions or departures

of key personnel, including Nathan J.

Mazurek, our chairman, president and chief executive officer;

sales of our common stock,

including management shares;

limited availability of

freely-tradable “unrestricted” shares of our common stock to satisfy purchase orders and demand;

our ability to execute

our business plan;

operating results that

fall below expectations;

loss of any strategic relationship;

industry developments;

economic and other external

our ability to manage the

costs of maintaining adequate internal financial controls and procedures in connection with the acquisition of additional businesses;

period-to-period fluctuations

in our financial results;

announcements of acquisitions.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the

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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.

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

Ukraine, and the ongoing conflict in the Middle East, 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.

Additionally,

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

addition, discovery and disclosure of a material weakness, including the material weakness identified in our internal control over

financial reporting as of December 31, 2024, by definition, could have a material adverse impact on our consolidated financial statements.

Such an occurrence could discourage certain customers or suppliers from doing business with us and adversely affect how our stock trades.

addition, discovery and disclosure of a material weakness, including the material weaknesses identified in our internal control over financial

reporting as of December 31, 2025, by definition, could have a material adverse impact on our consolidated financial statements.

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.

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In the event of any future acquisitions, we could:

additional securities that would dilute our current stockholders’ percentage ownership

or provide the purchasers of the additional securities with certain preferences over those

of common stockholders, such as dividend or liquidation preferences;

debt and assume liabilities;

large and immediate write-offs of intangible assets, accounts receivable or other assets.

issue additional

securities that would dilute our current stockholders’ percentage ownership or provide the purchasers of the additional securities

with certain preferences over those of common stockholders, such as dividend or liquidation preferences;

incur debt and assume liabilities;

incur large and immediate

write-offs of intangible assets, accounts receivable or other assets.

events could result in significant expenses and decreased revenue, which could adversely affect the market price of our common stock.

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consequences including:

limited availability of market quotations for our securities;

determination that our common stock is a “penny stock,” which would require brokers trading in our common stock to adhere

to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3 or obtain

additional financing in the future).

a limited availability

of market quotations for our securities;

a determination that our

common stock is a “penny stock,” which would require brokers trading in our common stock to adhere to more stringent

rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news

and analyst coverage;

a decreased ability to

issue additional securities (including pursuant to short-form registration statements on Form S-3 or obtain additional financing

in the future).

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