What changed in this filing

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Item 1A. Risk Factors

2025-12-12 compared with 2024-12-13 · 323 added, 94 removed, 82 unchanged (84% of the section changed)

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by the forward-looking statements contained in this report.

If any of the following risks actually occur, our business, financial condition

and results of operations could be adversely affected.

Factors Relating to Our Business:

If any of the following risks occur, our business, financial condition and

results of operations could be adversely affected.

Factors Relating to Our Business and Industry:

beyond our control, including natural disasters or extreme weather, could damage our properties and could adversely impact attendance

at our parks and result in decreased revenues.

disasters, public heath crises, epidemics, pandemics, such as the outbreak of COVID-19, terrorist activities, power outages or other

events outside our control could disrupt our operations, impair critical systems, damage our properties or reduce attendance at our parks

or require temporary park closures.

Damage to our properties could take a long time to repair and there is no guarantee that we would

have adequate insurance to cover the costs of repair or the expense of the interruption to our business.

Furthermore, natural disasters

such as fires, earthquakes, hurricanes or extreme weather events linked to climate change, may interrupt or impede access to our affected

properties or require evacuations and may cause attendance at our affected properties to decrease for an indefinite period.

during 2023, our Georgia park experienced extensive damage caused by a tornado.

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

predict the frequency, duration or severity of these activities and the effect that they may have on our business, financial condition

disasters, public health crises, epidemics, pandemics, terrorist activities, power outages or other events outside our control could

disrupt our operations, impair critical systems, damage our properties or reduce attendance at our parks or require temporary park

Damage to our properties could take a long time to repair and there is no guarantee that we would have adequate insurance

to cover the repair costs or the expense of the interruption of our business.

Furthermore, natural disasters such as fires,

earthquakes, hurricanes, tornadoes or extreme weather events linked to climate change may interrupt or impede access to our

affected properties or require evacuations and may cause attendance at our affected properties to decrease for an indefinite period.

For example, during 2023, our Georgia park experienced extensive damage caused by a tornado.

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

cannot predict the frequency, duration or severity of these events or the effects that they may have on our business, financial condition

or results of operations.

impact of economic conditions on consumer discretionary spending could adversely affect our financial performance.

cost of admissions and spending while visiting our parks are discretionary expenditures that historically have been influenced by domestic

economic conditions.

Higher prices for consumer goods may result in less discretionary spending by consumers.

Changes in consumer discretionary

spending may result in reduced attendance to our parks and spending while at our parks.

conditions that have an effect on consumer discretionary spending include but may not be limited to:

unemployment, general and

industry-specific inflation, consumer confidence, consumer purchasing and saving habits, credit conditions, stock market

performance, home values, population growth, household incomes and tax policies.

Material changes to governmental policies related

to domestic fiscal concerns, and/or changes in central bank policies with respect to monetary policy also could affect consumer

discretionary spending.

Any of these factors that affect consumer discretionary spending may further influence our

customers’ purchasing preferences, potentially having a further material impact on our financial performance.

economic conditions may have an adverse impact on our business, financial condition or results of operations.

business and operating results can be impacted by several macroeconomic factors, including but not limited to consumer confidence and

spending levels, tax rates, unemployment, inflation, consumer credit availability, raw materials costs, pandemics (such as the COVID-19

pandemic) and natural disasters, fuel and energy costs (including oil prices), and credit market conditions.

A general economic slowdown

or recession resulting in a decrease in discretionary spending could adversely affect the frequency with which guests choose to visit

our parks and the amount that our guests spend when they visit.

Our ability to source supplies, materials and services at reasonable

costs and in a timely manner could be impacted by adverse economic conditions in the U.S.

Macroeconomic changes in the U.S.

including but not

limited to, interest rates, tariffs, material costs, fuel and energy costs (including oil prices), tax rates, unemployment, inflation,

consumer confidence and spending levels, consumer credit availability and credit market conditions may create a challenging economic environment.

A general economic slowdown, inflationary pressures or recession resulting in a decrease in consumer discretionary spending could adversely

affect the frequency with which guests choose to visit our parks and the amount they spend when they visit.

Our ability to

source supplies, materials and services at reasonable costs and in a timely manner could be impacted by adverse economic conditions in

theme park industry is highly competitive, and we may be unable to compete effectively.

theme park industry is highly competitive, highly fragmented, rapidly evolving, and subject to technological change and intense marketing

by providers with similar products.

Callaway Gardens is located within five miles and a Great Wolf Resort is located within 10 miles

of our Georgia Park.

The Wonders of Wildlife National Museum and Aquarium is located approximately within 20 miles from our Missouri

Branson, Missouri is located just 45 minutes from our Missouri Park.

Franklin Drive Thru Safari is located within 30 miles of our Texas Park.

Santa’s Wonderland is located within 35 miles from our Texas Park.

Many of our current competitors are significantly larger and

have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources and experience

than we have.

In the event a competitor expends significant sales and marketing resources in one or several markets we may not be able

to compete successfully in such markets.

If our competitors were to provide better and more cost effective products, our business could

be materially and adversely affected.

face strong competition from numerous entertainment alternatives.

We face strong competition from numerous

entertainment alternatives.

addition to competing with other themed and amusement parks, our venues compete with other types of recreational venues and entertainment

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offerings to be more appealing than those of our competitors.

suspension or termination of any of our business licenses may have a negative impact on our business.

high fixed cost structure of theme park operations can result in significantly lower margins, profitability and cash flows if attendance

levels do not meet expectations.

large portion of our expenses is relatively fixed because the costs for employees, maintenance, animal care, utilities, property taxes

and insurance do not vary significantly with attendance.

These fixed costs may increase and may not be able to be reduced at a rate proportional

to ongoing attendance levels.

If cost-cutting efforts are insufficient or are impractical, the Company could experience a

material decline in margins, profitability and cash flows.

Such effects can be especially pronounced during periods of economic contraction

or slow economic growth.

Fluctuations and increases

in the cost and availability of supplies and materials could adversely affect our business and results of operations.

The prices of supplies and

materials may fluctuate based on a number of factors beyond our control, including commodity prices such as oil and fuel prices, changes

in supply and demand, labor costs, competition, tariffs and government regulation.

These fluctuations in the cost and availability of supplies and materials may result in an increase in our costs to purchase

products from our vendors and could have an adverse effect on our cost of sales.

Increases in our cost of supplies and materials may cause

us to increase our prices, which may not be acceptable to our customers.

or extreme weather conditions can adversely impact attendance at the parks, which in turn would reduce revenues.

most of the attractions at the parks are outdoors, attendance can be adversely affected by continuous and prolonged bad or extreme weather

and by forecasts of bad or mixed weather conditions, which would negatively affect revenues.

The ownership of our parks in different

geographic locations reduces, but does not eliminate, the effect that adverse weather can have on consolidated results.

risk could be magnified by the effects of climate change, including more extreme temperatures, excessive precipitation or wind.

operating results are subject to seasonal fluctuations.

historically have experienced and expect to continue to experience seasonal fluctuations in our annual theme park attendance and

revenue, which are typically higher in our third and fourth fiscal quarters.

As a result, approximately 60% of our attendance and

revenues have been historically generated in the third and fourth fiscal quarters.

In addition, the timing of school vacations may

cause fluctuations in our quarterly theme park attendance and revenue.

For example, revenues can shift between the second and third

quarters due to the timing of Spring Break holidays.

to the seasonal fluctuations, there is only a limited period of time during which the impact of those conditions or events can be mitigated.

Accordingly, such conditions or events may have a disproportionately adverse effect on our revenues and cash flow.

In addition, historically

most of our expenses for maintenance and costs of adding new attractions at our parks are incurred during the first fiscal quarter, which

may increase the need for borrowing to fund those expenses during such periods.

is a risk of accidents or other incidents occurring at our parks, which may reduce attendance and negatively impact revenues.

safety of guests and employees is one of the Company’s top priorities.

There are inherent risks involved with animals, and an accident

or a serious injury at any of the parks could result in negative publicity that could reduce attendance and result in decreased revenues.

In addition, accidents or injuries involving animals at other amusement parks could influence the general attitudes of customers and

adversely affect attendance at the parks.

Other types of incidents such as food borne illnesses, product recalls on items sold, and disruptive,

negative guest behavior which have either been alleged or proved to be attributable to the parks or competitors could adversely affect

attendance and revenues.

to the nature of the work we perform, we may be subject to significant liability claims and disputes.

engage in services that can result in substantial injury or damages that may expose us to legal proceedings, investigations and disputes.

For example, in the ordinary course of our business, we may be involved in legal disputes regarding personal injury and wrongful death

claims, employee or labor disputes, professional liability claims, and general commercial disputes, as well as other claims.

An unfavorable

legal ruling against us or our subsidiaries could result in substantial monetary damages.

Although we have adopted a range of insurance,

risk management, safety, and risk avoidance programs designed to reduce potential liabilities, there can be no assurance that such programs

will protect us fully from all risks and liabilities.

If we sustain liabilities that exceed our insurance coverage or for which we are

not insured, it could have a material adverse impact on our results of operations and financial condition.

in our care are important to our parks, and they could be exposed to infectious diseases.

part of our operations, guests have opportunities to interact with certain animals.

Animals in our care play an essential role in our

parks and safeguarding their health is a top priority.

While all animals can encounter naturally occurring infectious agents, we implement

comprehensive monitoring and prevention strategies designed to reduce these risks.

Our animal care teams oversee rigorous health protocols

designed to support the well-being of the animals in our care.

These protocols are also structured to reduce the risk of guests coming

into contact with potential health concerns.

In addition, external veterinary professionals are engaged to provide specialized expertise

and further strengthen the safety and welfare measures in place throughout the park.

An outbreak of an infectious disease among any animals

in our parks or the public’s perception that a certain disease could be harmful to human health may materially adversely affect

our business, financial condition, and results of operations

with living animals naturally involves certain inherent and sometimes unpredictable health-related risks, and not all factors are

within full control of the parks or their staff.

In the event of an animal-related health concern affecting a specific animal or

group of animals, we follow established procedures to protect their well-being and maintain continuity of guest

When needed, specific animal experiences may be temporarily modified to support best-practice care.

developments related to animal health, including those that influence public perception, may periodically affect our operations or

financial outcomes.

Even so, our proactive approach helps us responsibly manage and respond to these risks, while upholding the standards

expected by our stakeholders.

are subject to scrutiny by activists and other third-party groups and/or media who can pressure governmental agencies, vendors, guests

and/or regulators, bring action in the courts or create negative publicity about us.

time to time, animal activists and other third-party groups may make claims before government agencies, bring lawsuits against us, attempt

to generate negative publicity associated with our business and/or attempt to influence guests to avoid our parks.

Such activities sometimes

are based on allegations that we do not properly care for some of our animals.

On other occasions, such activities are specifically designed

to change existing law or enact new law in order to impede our ability to retain, exhibit, acquire or breed animals.

While we seek to

structure our operations to comply with all applicable federal and state laws and vigorously defend ourselves when sued, there are no

assurances as to the outcome of claims and lawsuits that could be brought against us or new laws or changes to existing laws that could

negatively impact us.

Even if they are not successful, these lawsuits or proposed changes to laws, can require deployment of our resources

and can lead to negative publicity.

Negative publicity created by activists or in the media could adversely affect our reputation and

results of operations.

we lose licenses and permits required to exhibit animals and/or violate laws and regulations, our business will be adversely affected.

are required to hold government licenses and permits, some of which are subject to annual or periodic renewal, for possessing,

exhibiting, and maintaining animals.

Although our parks’ licenses and permits have always been renewed in the past, in the event

that any of our licenses or permits are not renewed or any of our licenses or permits are revoked, the impacted park(s) might not be able

to remain open to display or retain the animals covered by such license or permit.

Such an outcome could materially

adversely affect our business, financial condition, and results of operations.

addition, we are subject to periodic inspections by federal and state agencies and the subsequent issuance of inspection reports.

we believe that we comply with, or exceed, requisite care and maintenance standards that apply to our animals, government inspectors

can cite us for alleged statutory or regulatory violations.

In unusual instances when we are cited for an alleged deficiency, we are

generally given the opportunity to correct any purported deficiencies without penalty.

It is possible, however, that in some cases a

federal or state regulator could seek to impose monetary fines on us.

In the past, when we have been subjected to governmental claims

for fines, the amounts involved were not material to our business, financial condition or results of operations.

However, while unlikely,

we cannot predict whether any future fines that regulators might seek to impose would materially adversely affect our business, financial

condition or results of operations.

Moreover, many of the statutes under which we operate allow for the imposition of criminal sanctions.

While neither of the foregoing situations is likely to occur, either could negatively affect the business, financial condition, or results

of operations at our theme parks.

suspension or termination of any of our business licenses may have a negative impact on our

maintain a variety of business licenses issued by federal, state and local government agencies that are required to be renewed periodically.

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use reasonable commercial efforts to maintain policies of liability, fire and casualty insurance sufficient to provide reasonable coverage

for risks arising from accidents, fire, weather, other acts of God, and other potential casualties.

for risks arising from accidents, fire, weather, acts of God, and other potential casualties.

There can be no assurance that we

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disasters that may occur in our parks.

ownership of real property subjects us to environmental regulation, which creates uncertainty regarding future environmental expenditures

and liabilities.

may be required to incur costs to comply with environmental requirements, such as those relating to discharges to air, water and land;

the handling and disposal of solid and hazardous waste;

and the cleanup of properties affected by hazardous substances.

Under these and

other environmental requirements we may be required to investigate and clean up hazardous or toxic substances or chemical releases at

one of our properties.

As an owner or operator, we could also be held responsible to a governmental entity or third party for property

damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination.

Environmental laws

typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence

of the contaminants.

The liability under environmental laws has been interpreted to be joint and several unless the harm is divisible

and there is a reasonable basis for allocation of the responsibility.

The costs of investigation, remediation or removal of those substances

may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to

use our property.

We are not currently aware of any material environmental risks regarding our properties.

However, we may be required

to incur costs to remediate potential environmental hazards or to mitigate environmental risks in the future.

We are subject to particular risks associated

with real estate ownership, which could result in unanticipated losses or expenses.

Our business is subject to many risks that

are associated with the ownership of real estate.

Risks that are associated with real estate acquisition and ownership include, without

limitation, the following:

liability, property and casualty losses, some of which may be uninsured;

inability to purchase or sell our assets rapidly due to the illiquid nature of real estate

and the real estate market;

relating to maintenance and repair of our facilities and the need to make expenditures due

to changes in governmental regulations, or remediation of unknown environmental hazards;

of God and acts of terrorism affecting our properties.

ownership of real property subjects us to environmental regulation, which creates uncertainty regarding future environmental expenditures

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one of our properties.

As an owner or operator, we could also be held responsible to a governmental entity or third party for property

As an owner or operator, we could also be held responsible by a governmental entity or third party for property

damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination.

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to incur costs to remediate potential environmental hazards or to mitigate environmental risks in the future.

labor and employee benefit costs may negatively impact our results of operations.

We also depend on a seasonal workforce, many of whom

are paid at or near minimum wage.

Focused Compounding Fund

LP and its affiliates may significantly influence our decisions, and their interests may conflict with those of the Company or its

stockholders in the future.

Focused Compounding Fund LP

(“Focused Compounding”) owned approximately 41.27% of our total outstanding shares of common stock as of September 28,

Focused Compounding is controlled by Geoffrey Gannon and Andrew Kuhn, who are each on the Company’s Board of Directors

Gannon serves as the Company’s President and Chief Executive Officer.

For so long as Focused Compounding

designees remain on our Board, Focused Compounding will have influence with respect to our management, business plans and policies, including

the appointment and removal of our officers, and nominees for director.

In addition, for so long as Focused Compounding continues to own

a significant percentage of our stock, Focused Compounding will be able to influence the composition of our Board of Directors and the

approval of actions requiring stockholder approval.

For example, for so long as Focused Compounding continues to own a significant percentage

of our stock, Focused Compounding may be able to influence whether or not a change of control of our Company or a change in the composition

of our Board of Directors occurs.

The concentration of ownership could deprive you of an opportunity to receive a premium for your shares

of common stock as part of a sale of our Company and ultimately might affect the market price of our common stock.

may not be able to generate sufficient cash to service all of our indebtedness and fund our working capital and capital expenditures.

Company had $3.24 million outstanding indebtedness as of September 28, 2025 (before reduction of debt issuance costs).

We may be required

to dedicate a substantial portion of cash flows from operations to the payment of principal and interest under our indebtedness.

net cash from operating activities of $2.11 million in Fiscal 2025 and ended Fiscal 2025 with $3.88 million of cash and cash equivalents

on our balance sheet.

ability to make scheduled payments on our indebtedness depends upon our future operating performance and on our ability to generate cash

flows in the future, which is subject to general economic, financial, business,

competitive, legislative, regulatory, and

other factors that are beyond our control.

We cannot be certain that our business will generate sufficient cash flows from

operations or that future borrowings will be available to us in an amount sufficient to enable us to fund our debt service

obligations and other liquidity needs.

If our cash flows and capital

resources are insufficient to service indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional

debt or equity financing, or restructure or refinance our indebtedness.

These alternative measures may not be successful and may not allow

us to meet our scheduled debt service obligations.

If we cannot make scheduled payments on our indebtedness, we will be in default and, as a result, our lenders could

declare all outstanding principal and interest to be due and payable, could terminate their commitments to loan money to us, and could

foreclose against any assets securing our indebtedness and we could be forced into bankruptcy or liquidation.

labor and employee benefit costs may negatively impact results of operations.

We also depend on a seasonal workforce, many of whom are

paid at or near minimum wage.

is a primary component in the cost of operating our business.

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could have an adverse impact on our results of operations.

Failure to retain and/or to

attract qualified new employees could adversely affect our business and results of operations.

Our success depends in part

upon a number of employees, including our general managers at each park, as well as our ability to attract, train, motivate and retain

qualified employees to keep pace with our needs, including employees with certain specialized skills in the field of animal training and

care and other areas of institutional knowledge.

We also employ a significant seasonal and part-time workforce which is critical to staffing

our parks during peak periods.

If we are unable to attract and retain adequate numbers of employees to staff our parks especially during

peak periods, this could adversely affect our business and negatively impact our results of operations and the guest experience.

Increased competition for employees

and labor market shortages may impact our ability to attract, recruit and retain employees for our parks.

Many competitors or other businesses

in the markets in which we operate have increased wages and/or offered enhanced benefit packages, which in some cases may be superior

We may be unable to retain employees or to attract other highly qualified employees, particularly

if we do not offer employment terms that are competitive with the current market and/or provide sufficient incentives to

retain our existing and future employees.

Also, if we fail to maintain a culture that makes our company an attractive place to work,

employee morale may be diminished, and we may have difficulty retaining our workforce and recruiting new employees.

Separately, minimum

wage legislation impacts some of our markets, which adds additional pressure to our starting wages and increases the possibility of compression

which may lead to the departure of experienced personnel.

privacy regulation and our ability to comply could harm our business.

(or third parties on our behalf) collect, store and use personal information and other customer data we receive through online ticket

sales, marketing, mailing lists, and guest reservations.

There are multiple federal, state and local laws regarding privacy and protection

of personal information and data, and these laws and regulations continue to evolve.

For example, many states have passed laws requiring

notification to customers when there is a security breach involving their personal data and multiple jurisdictions are considering legislation

that may impose liability if a business fails to properly safeguard personal information of its customers.

Maintaining compliance with

applicable security and privacy regulations may increase our operating costs.

(or third parties on our behalf) collect, store and use personal identifiable information and other customer data we receive through

online ticket sales, marketing, mailing lists, and guest reservations.

We also maintain personally identifiable information about

our employees.

The integrity and protection of our customer and employee data is critical to our business.

Our guests and employees

have a high expectation that we will adequately protect their personal information.

There are multiple federal, state and local laws

regarding privacy and protection of personal information and data, and these laws and regulations continue to evolve.

The regulatory

environment related to information security and privacy is increasingly rigorous with new and rapidly changing requirements.

example, many states have passed laws requiring notification to customers when there is a security breach involving their personal

data and multiple jurisdictions are considering legislation that may impose liability if a business fails to properly safeguard

personal information of its customers.

Maintaining compliance with applicable security and privacy regulations may increase our

operating costs.

We believe our cybersecurity measures are adequate.

if we were to experience a data breach, we could be subject to fines, penalties and/or costly litigation.

However, there can be no assurance that the procedures that we

or third-party providers have implemented to protect against unauthorized access to secure data are adequate to safeguard against

all data security breaches, and if we were to experience a data breach, we could be subject to fines, penalties and/or costly

litigation, as well as could face damage to our reputation which could adversely affect our business.

As a smaller reporting

company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze and compare our results

of operations and financial prospects.

Currently, we are a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act.

As a “smaller

reporting company,” we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased

disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements

in annual reports.

Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

Factors Relating to Our Common Stock:

Common Stock is subject to the “penny stock” rules of the SEC and the trading market in our Common Stock is limited, which

makes transactions in our Common Stock cumbersome and may reduce the value of an investment in our Common Stock.

common stock is considered a “penny stock” and the sale of our stock by you will be subject to the “penny stock rules”

The penny stock rules require broker-dealers to take steps before making any penny stock trades in customer accounts.

a result, the market for our shares could be illiquid and there could be delays in the trading of our stock, which would negatively affect

your ability to sell your shares and could negatively affect the trading price of your shares.

share price may be volatile.

market price of our common stock may fluctuate significantly due to several factors, some of which may be beyond our control , including:

or anticipated fluctuations in our operating results;

of operations that vary from those of our competitors;

operating and stock price performance of comparable companies;

to the regulatory and legal environment under which we operate;

and worldwide economic conditions.

when the market price of a company’s common stock drops significantly, stockholders often initiate securities class action lawsuits

against the company.

A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our senior

management and other resources.

have not historically paid dividends.

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from time to time, may also restrict the declaration of dividends on our common stock.

rights plan may discourage potential acquirers of the Company.

January 19, 2024, we adopted a rights plan (the “Rights Plan”), which provides, among other things, that when specified events

occur, our stockholders will be entitled to purchase additional shares of our common stock.

The Rights Plan will expire on January 18,

2025, unless earlier redeemed, exchanged or extended.

The preferred stock purchase rights are triggered ten days after the date of a

public announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of our

outstanding shares of common stock.

The rights would cause significant dilution to a person or group that attempts to acquire the Company

on terms that are not approved by the Board.

These provisions, either alone or in combination with each other, give the Board an ability

to influence the outcome of a proposed acquisition of the Company and could have the effect of discouraging, delaying or preventing a

change in control over us.

The concentration of ownership of our

capital stock limits your ability to influence corporate matters.

Our executive officers, directors,

current 5% or greater stockholders and entities affiliated with them beneficially owned (as determined in accordance with the rules of

the SEC) approximately 42.36% of our common stock outstanding as of September 28, 2025.

This significant concentration of share ownership

may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies

with controlling stockholders.

Also, these stockholders, acting together, may be able to control our management and affairs and matters

requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers,

consolidations or the sale of substantially all of our assets.

Consequently, this concentration of ownership may have the effect of delaying

or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential

acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other

stockholders.

Rights Plan expired pursuant to its terms.

January 19, 2024, we adopted a Rights Plan which provided, among other things, that if specified events occurred, our stockholders would

be entitled to purchase additional shares of our common stock.

On January 18, 2025, the Rights Plan expired pursuant to its terms, and

has not been reinstated or replaced;

however, the Board may, subject to its fiduciary duties under applicable law, choose to implement

a similar plan in the future.

ultimate effect of the Reverse/Forward Stock Split on the market price of our common stock cannot be predicted with any certainty.

the Company’s annual meeting of stockholders on March 7, 2025, the stockholders of the Company approved the filings of the Certificates

of Amendment to effect the Reverse/Forward Stock Split.

On April 1, 2025, the Board of Directors approved the execution of the Reverse/Forward

The Reverse/Forward Stock Split became effective on April 30, 2025.

ultimate effect of the Reverse/Forward Stock Split on the market price of our common stock cannot be predicted with any certainty, and

we cannot assure you that the Reverse/Forward Stock Split will result in any or all of the expected benefits.

While the reduction in

the number of outstanding shares of our common stock increased the market price of our common stock we cannot assure you that the Reverse/Forward

Stock Split will result in any permanent or sustained increase in the market price of our common stock.

The market price of our common

stock depends on multiple factors, many of which are unrelated to the number of shares outstanding, including our business and financial

performance, general market conditions, and prospects for future success, any of which could have a counteracting effect to the Reverse/Forward

Stock Split with respect to the per share price.

Reverse/Forward Stock Split may decrease the liquidity of our Common Stock.

our Board believes that the decrease in the number of shares of our Common Stock outstanding as a consequence of the Reverse/Forward

Stock Split and the subsequent increase in the market price of our Common Stock could encourage interest in our Common Stock and possibly

promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding

after the Reverse/Forward Stock Split.

The liquidity of our Common Stock may ultimately be harmed by the Reverse/Forward Stock Split

given the reduced number of shares of Common Stock outstanding after the Reverse/Forward Stock Split, particularly if the stock price

does not continue to increase.

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What changed 10-K

Item 1A. Risk Factors