What changed in this filing

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Item 1A. Risk Factors

2024-11-19 compared with 2024-08-14 · 21 added, 19 removed, 62 unchanged (39% of the section changed)

30 unchanged sentences

national exchange, such as the Nasdaq or the NYSE.

Recognizing this situation, we would like to uplist

from the OTCQB Pink Sheets to a recognized national exchange such as NASDAQ, if and when we meet the NASDAQ’s listing requirements.

Unless and until we successfully uplist , potential investor interest in our common stock

may be muted, which may adversely affect our company and the trading price of our common stock.

The foregoing risks may have a material

adverse effect on our Company and the trading price of our common stock.

Recognizing this situation, on September 13, 2024, we submitted an application to

uplist to the Nasdaq.

The timing of the Nasdaq uplisting process will depend on a variety

of factors, including, but not limited to, overall market conditions.

No assurance can be given that our application will be approved

or that a trading market will develop.

Unless and until we successfully uplist , potential

investor interest in our common stock may be muted, which may adversely affect our company and the trading price of our common stock.

The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

may not be able to retain and attract programmatic advertisers, and the associated payments received from such programmatic advertisers’

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of interest charged thereunder) or at all, or if we are in violation of our financial covenants in the future and do not receive a waiver,

depends on our ability to stay in compliance with the Third Addendum to the Financing Agreement.

The Third Addendum poses certain limitations,

as explained elsewhere in this Quarterly Report.

In addition, and as a result of the decrease in the Company’s revenues, our financial

performance has been negatively impacted, which may affect the terms on which we are able to obtain credit facilities and loans.

depends on our ability to stay in compliance with the Financing Agreement.

The Financing Agreement poses certain limitations, as explained

elsewhere in this Quarterly Report.

In addition, and as a result of the decrease in the Company’s revenues, our financial performance

has been negatively impacted, which may affect the terms on which we are able to obtain credit facilities and loans.

adequate capital is not available at the time we need it, we may have to curtail future growth or change our expansion plans, which could

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(as described elsewhere in this Quarterly Report), when they become due is contingent upon obtaining additional financing.

addition, during August 2024, we will be required to renegotiate the terms of the Financing Agreement, which may result in certain credit

facilities being restricted, which may cause a delinquency in payments.

As a result of such delays, the Company’s Gix Media’s

and Cortex’s operations and revenues could be impaired.

during August 2024, Leumi does not continue its approval of the Third Addendum to the Financing Agreement, or if the Company, Cortex

and Gix Media cannot maintain compliance with the terms and covenant of the Financing Agreement, or if we are unable to obtain sufficient

amounts of additional capital, we may be required to reduce the scope of our planned operations, and/or consider reductions in personnel

costs or other operating costs, in addition to the measures currently contemplated pursuant to the Financing Agreement.

addition, during August 2024, we renegotiated the terms of the Financing Agreement and entered into the Fourth Addendum to the Financing

The availability of the credit facilities to Gix Media is subject to us successfully raising additional capital and depositing

at least $2,000,000 with Gix Media.

If the Company, Cortex and Gix Media cannot maintain compliance with the terms and covenant of the

Financing Agreement, or if we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of

our planned operations, and/or consider reductions in personnel costs or other operating costs, in addition to the measures currently

contemplated pursuant to the Financing Agreement.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2 unchanged sentences

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-Q

Item 1A. Risk Factors