What changed in this filing

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Item 1A. Risk Factors

2025-04-15 compared with 2024-07-26 · 231 added, 296 removed, 384 unchanged (58% of the section changed)

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risks, together with the financial and other information contained in this Annual Report on Form 10–K for the year ended December

31, 2023 and our other periodic filings with the Securities and Exchange Commission.

Additional risks and uncertainties that we are unaware

of may become important factors that affect us.

If any of the following events occur, our business, financial conditions and operating

results may be materially and adversely affected.

In that event, the trading price of our common stock may decline, and you could lose

all or part of your investment.

31, 2024, and our other periodic filings with the SEC.

Additional risks and uncertainties that we are unaware of may become important

factors that affect us.

If any of the following events occur, our business, financial conditions and operating results may be materially

and adversely affected.

In that event, the trading price of our common stock may decline, and you could lose all or part of your investment.

of Risk Factors

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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

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;

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

and adversely affect our sales, net income, cash flow or financial condition;

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

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industry is highly competitive;

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;

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 raw materials used to manufacture our products may reduce our profits;

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;

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

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

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

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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.

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.

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.

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.

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 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.

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.

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.

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 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

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

adversely affect our sales, net income, cash flow or financial condition.

large portion of our business involves sales of our products in connection with commercial and industrial construction.

this sector are affected by the level of discretionary business spending.

During economic downturns in this sector, the level of business

discretionary spending may decrease.

This decrease in spending will likely reduce the demand for some of our products and may adversely

affect our sales, net income, cash flow or financial condition.

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.”

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 the Nasdaq

Capital Market.

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.

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.

Further, 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.

See 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

addition, acquisitions can pose challenges in implementing the required processes, procedures and controls in the new operations.

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.

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

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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;

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

than expected;

timing and volume of work under new agreements;

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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;

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;

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.

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industry is highly competitive.

electrical equipment manufacturing industry is highly competitive.

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

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 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.

electrical equipment manufacturing industry is highly competitive and barriers to entry to manufacture similar systems to the ones the

Company sells is easily imitated.

On the service side of the Company’s business, we already compete with many other companies offering

similar services.

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.

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

quarter, due to the scope of certain projects.

Any change in the level of orders from customers could have a significant impact on our

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.

Business - Customers”.

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.

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

recent history.

With $41,622 of cash on hand as of December 31, 2024, any such losses will negatively impact our cash balance.

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.

PCEP Sale has reduced the size of our business operations, and our sources of revenue are limited to our Critical Power segment following

the closing of the PCEP Sale.

Although our board of directors may use a portion of the proceeds from the PCEP Sale to support the business

operations remaining following the PCEP Sale, there can be no assurance that we will be successful at carrying out the operations of

our remaining businesses, or that we will be successful at generating revenue.

A failure by us to secure additional sources of revenue

following the closing of the PCEP Sale could negatively impact the value and liquidity of our common stock.

departure or loss of key personnel could disrupt our business.

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Mazurek, our principal executive officer, and on other senior officers who are responsible

for the day-to-day management of our operating subsidiaries.

for the day-to-day management of our operating subsidiary.

In addition, we rely on our current electrical and mechanical design engineers,

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hire and retain qualified employees, could negatively impact our ability to manage our business.

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

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 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.

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

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.

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

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are subject to pricing pressure from our larger customers.

face significant pricing pressures in all of our business segments from our larger customers.

Because of their purchasing size, our larger

customers can influence market participants to compete on price terms.

Such customers also use their buying power to negotiate lower

If we are not able to offset pricing reductions resulting from these pressures by improved operating efficiencies and reduced

expenditures, those price reductions may have an adverse impact on our financial results.

face significant pricing pressures in our business segment from our larger customers.

Because of their purchasing size, our larger customers

can influence market participants to compete on price terms.

Such customers also use their buying power to negotiate lower prices.

we are not able to offset pricing reductions resulting from these pressures by improved operating efficiencies and reduced expenditures,

those price reductions may have an adverse impact on our financial results.

Deterioration

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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

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.

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

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

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results of operations, liquidity or cash flows.

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

we are unable to renew our collective bargaining agreements, or if additional segments of our workforce become unionized, we may be subject

to work interruptions or stoppages.

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

Relating to Our Organization

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stock which is not owned by the interested stockholder.

203 could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage

attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above

the prevailing market price.

203 of the Delaware General Corporation Law could delay or prohibit mergers or other takeover or change in control attempts with respect

to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity

to sell their stock at a price above the prevailing market price.

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

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or departures of key personnel, including Nathan J.

Mazurek, our chairman, president and chief executive officer;

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;

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

satisfy purchase orders and demand;

ability to execute our business plan;

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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;

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

in connection with the acquisition of additional businesses;

● period-to-period

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

Additionally,

since the start of the Trump Administration in 2025, U.S.

policy changes have been implemented at a rapid pace and additional changes

Changes to U.S.

policy implemented by the U.S.

Congress, the Trump administration or any new administration have impacted

and may in the future impact, among other things, the U.S.

and global economy, international trade relations, unemployment, immigration,

healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

Although we cannot predict the impact, if any, of these

changes to our business, they could adversely affect our business.

Until we know what policy changes are made, whether those policy changes

are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors

over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

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.

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.

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