What changed in this filing

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Item 1A. Risk Factors

2025-05-14 compared with 2024-11-19 · 115 added, 76 removed, 7 unchanged (96% of the section changed)

business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report.

as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report.

The risks described

in our Annual Report and below may not be the only risks we face.

Other risks of which we are not yet aware, or that we currently believe

are not material, may also materially and adversely impact our business operations or financial results.

If any of the events or circumstances

described in the risk factors contained in our Annual Report or described below occurs, our business, financial condition or results

of operations could be adversely impacted and the value of an investment in our securities could decline.

Investors and prospective investors

should consider the risks described in our Annual Report and below, and the information contained under the caption “Forward-Looking

Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

common stock may never be listed on a recognized national exchange

common stock trades on the OTCQB Pink Sheets.

You should not assume that any effort to uplist

the trading of our common stock to a recognized national exchange would be successful, or if successful, that compliance with the listing

requirements of such recognized national exchange will be maintained, including but not limited to requirements associated with maintenance

of a minimum net worth, minimum stock price, minimum number of shareholders, and ability to establish a sufficient number of market makers.

A failure or inability to uplist the trading of our common stock to a recognized national

exchange, or any failure to maintain compliance with the listing requirements of such recognized national exchange, may materially adversely

affect our Company and the trading price of our common stock.

addition, failure to uplist to a recognize national exchange may adversely impact our ability to finance our operations through investments,

which may in turn may impact our ability to pay our obligations, including under our financing agreements, loan agreements and credit

facilities, when they become due.

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

and until our common stock is approved for listing on a recognized national exchange, many potential investors may be unwilling to purchase

Our business faces many risks,

a number of which are described under the caption “Risk Factors” in our Annual Report.

Other than as set forth below, there

have been no material changes from the risk factors previously disclosed in our Annual Report.

The risks described in our Annual Report

and below may not be the only risks we face.

Other risks of which we are not yet aware, or that we currently believe are not material,

may also materially and adversely impact our business operations or financial results.

If any of the events or circumstances described

in the risk factors contained in our Annual Report or described below occurs, our business, financial condition or results of operations

could be adversely impacted and the value of an investment in our securities could decline.

Investors and prospective investors should

consider the risks described in our Annual Report and below, and the information contained under the caption “Forward-Looking Statements”

and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

We may not realize the anticipated benefits of the acquisition

In March 2025, we acquired

Metagramm, a Company that specializes in developing advanced writing assistance tools and licenses its products on a subscription basis.

Metagramm’s products and revenue model differs from those of our current platforms.

We may not be able to assimilate or integrate

the acquired personnel, operations, products, services, and technologies of Metagramm successfully or effectively manage the business

of Metagramm and our management may be distracted from operating our business.

We also may not achieve the anticipated benefits from the

acquisition of Metagramm due to a number of factors, including, without limitation, unanticipated costs or liabilities associated with

the acquisition and difficulty of incorporating Metagramm’s technology into our platforms.

If the acquisition of Metagramm fails

to meet our expectations, our operating results, business, and financial condition may suffer.

Our common stock may

never be listed on a recognized national exchange

Our common stock trades on

the OTCQB Pink Sheets.

You should not assume that any effort to uplist the trading of our common stock to a recognized national exchange

would be successful, or if successful, that compliance with the listing requirements of such recognized national exchange will be maintained,

including but not limited to requirements associated with maintenance of a minimum net worth, minimum stock price, minimum number of

shareholders, and ability to establish a sufficient number of market makers.

A failure or inability to uplist the trading of our common

stock to a recognized national exchange, or any failure to maintain compliance with the listing requirements of such recognized national

exchange, may materially adversely affect our Company and the trading price of our common stock.

In addition, failure to uplist

to a recognize national exchange may adversely impact our ability to finance our operations through investments, which may in turn may

impact our ability to pay our obligations, including under our financing agreements, loan agreements and credit facilities, when they

The foregoing risks may have

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

Unless and until our

common stock is approved for listing on a recognized national exchange, many potential investors may be unwilling to purchase our common

Our common stock currently

trades on the OTCQB Pink Sheets.

Many funds and other potential investors are unable or unwilling to purchase stocks on the OTCQB Pink

Sheets, being required or simply preferring to purchase stocks that have been approved for listing on a recognized national exchange,

such as the Nasdaq or the NYSE.

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.

common stock currently trades on the OTCQB Pink Sheets.

Many funds and other potential investors are unable or unwilling to purchase

stocks on the OTCQB Pink Sheets, being required or simply preferring to purchase stocks that have been approved for listing on a recognized

national exchange, such as the Nasdaq or the NYSE.

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’

ads on websites which have been categorized as “Made for Advertising” may be adversely affected.

recent developments relating to publishers that are categorized by a number of programmatic advertisers as “Made for Advertising”

(MFA) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement

publishing restrictions in connection with MFA, have negatively impacted Cortex’s business and operations.

In connection with the

foregoing, a significant customer of Cortex has decided to stop advertising on Cortex’s sites.

Additional advertising customers

of Cortex may opt to stop advertising on Cortex’s sites, which will impact Cortex’s, and as a result thereof, the Company’s

current and future revenue streams and results of operations.

We may not be able

to retain and attract programmatic advertisers, and the associated payments received from such programmatic advertisers’ ads on

websites which have been categorized as “Made for Advertising” may be adversely affected.

Certain recent developments

relating to publishers that are categorized by a number of programmatic advertisers as “Made for Advertising” (MFA) sites,

including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing

restrictions in connection with MFA, have negatively impacted Cortex’s business and operations.

In connection with the foregoing,

a significant customer of Cortex has decided to stop advertising on Cortex’s sites.

Additional advertising customers of Cortex

may opt to stop advertising on Cortex’s sites, which will impact Cortex’s, and as a result thereof, the Company’s current

and future revenue streams and results of operations.

The foregoing issues could lead to decreased advertiser interest in Cortex’s

1 unchanged sentence

in the Company’s results of operation.

may not be able to receive credit facility to fund our operations, on favorable terms, or at all.

generally finance our operations primarily through a combination of cash flow generated from operations and borrowings under our credit

facilities, loans, and through credit with our vendors.

Our ability to access capital through our existing credit facilities and raise

additional capital by expanding our credit facilities on economically favorable terms (including available borrowing line and the rate

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 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

have a material adverse effect on us.

borrowing under our existing credit facilities is reduced, or otherwise becomes unavailable, or we are unable to arrange substitute financing

facilities or other sources of capital, our ability to fund our operations would be impaired, which would have a material adverse effect

on our results of operations.

may be unable to pay our obligations when they become due, including under the Financing Agreement.

have financed our acquisitions principally through the raising of debt, credit facilities, and our operations through credit with our

Our ability to continue our operations and to pay our obligations, including under the Financing Agreement and credit facilities

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

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

Insolvency proceedings

filed against Gix Media may adversely affect our financial condition and operations

The Petition filed against

Gix Media for the court to issue an order to commence insolvency proceedings, may harm the ability of Gix Media to carry out its business

as usual, meet its obligations or pay its debt as they come due.

Furthermore, due to the filing of the Petition, Leumi may demand immediate

repayment of the loans outstanding under the Financing Agreement.

We are currently unable to predict the outcome of the legal proceedings.

In the event that the Petition is granted in part or in full, or an order is issued, our business, financial condition, or results of

operations may be adversely affected.

We may not be able

to receive credit facility to fund our operations, on favorable terms, or at all.

We generally finance our

operations primarily through a combination of cash flow generated from operations and borrowings under our credit facilities, loans,

and through credit with our vendors.

Our ability to access capital through our existing credit facilities and raise additional capital

by expanding our credit facilities on economically favorable terms (including available borrowing line and the rate 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 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.

If 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 have a material adverse

effect on us.

If borrowing under our existing

credit facilities is reduced, or otherwise becomes unavailable, or we are unable to arrange substitute financing facilities or other

sources of capital, our ability to fund our operations would be impaired, which would have a material adverse effect on our results of

We may be unable to

pay our obligations when they become due, including under the Financing Agreement.

We have financed our acquisitions

principally through the raising of debt, credit facilities, and our operations through credit with our vendors.

Our ability to continue

our operations and to pay our obligations, including under the Financing Agreement and credit facilities (as described elsewhere in this

Quarterly Report), when they become due is contingent upon obtaining additional financing.

Furthermore, due to the filing of the Petition,

Leumi may demand immediate repayment of the loans outstanding under the Financing Agreement.

During August 2024, we renegotiated

the terms of the Financing Agreement and entered into the Fifth and Sixth Addendum to the Financing Agreement.

The availability of the

credit facilities to Gix Media is subject to us depositing the Investment Amount by the Deposit Date 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

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURE

Not applicable.

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