What changed in this filing

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Item 1A. Risk Factors

2024-03-29 compared with 2023-03-31 · 345 added, 468 removed, 759 unchanged (52% of the section changed)

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Related to Our Business

have a history of operating losses and expect to continue to incur losses.

We may never become profitable.

The Company’s independent

registered public accounting firm has issued a report questioning our ability to continue as a going concern.

the year ended December 31, 2022, the Company incurred a net loss of $1,072,176 and used $603,778 of cash in our operating activities.

We have incurred losses since inception, resulting in an accumulated deficit of $50,212,854 as of December 31, 2022.

These factors raise

substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date that the

financial statements which are a part of this Annual Report on Form 10-K are issued.

In addition, the Company’s independent registered

public accounting firm, in their report on the Company’s December 31, 2021 audited financial statements, raised substantial doubt

about the Company’s ability to continue as a going concern.

We expect to incur further losses as we continue to develop our business.

We have not yet received significant revenues from sales of products or services and have recurring losses from operations.

expect to incur substantial losses for the near future, and we may never achieve or maintain profitability.

Even if we succeed in obtaining

regulatory approval to market our glycosylated cannabinoid prodrugs, we may still incur losses for the foreseeable future.

We also expect

to experience negative cash flow for the near future, as we plan to use all available resources to fund our operations and if we proceed

with an expansion of our corporate strategy as discussed elsewhere in this Annual Report, to make significant capital expenditures.

a result, we would need to generate significant revenues if we are to achieve and maintain profitability.

We may not be able to generate

these revenues or achieve profitability.

Our failure to achieve or maintain profitability could negatively impact the value of our common

stock and you could lose some or all of your investment.

will need to raise substantial additional capital to operate our business.

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Since inception, we have primarily

funded our operations through equity and debt financings.

If we do issue equity or convertible debt securities to raise additional funds

or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our existing stockholders may experience substantial

dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders.

If we incur additional debt, it would increase our leverage relative to our earnings, if any, or to our equity capitalization, requiring

us to pay additional interest expense.

Obtaining commercial loans, assuming those loans would be available, would increase our liabilities

and future cash commitments.

If we pursue capital through alternative sources, such as collaborations or other similar arrangements,

we may be forced to relinquish rights to our proprietary glycosylated cannabinoid compounds, technology or other intellectual property

or marketing rights, which could result in our receipt of only a portion of any revenue that may be generated from a partnered product

funded our operations through equity and debt financings and, more recently, with operating profits.

If we do issue equity or convertible

debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our

existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges

senior to those of our existing stockholders.

If we incur additional debt, it would increase our leverage relative to our earnings, if

any, or to our equity capitalization, requiring us to pay additional interest expense.

Obtaining commercial loans, assuming those loans

would be available, would increase our liabilities and future cash commitments.

We also may raise funds by selling some or all of our assets.

Regardless of the manner in which we seek to raise capital,

we may incur substantial costs in those pursuits, including investment banking fees, legal fees, accounting fees, printing and distribution

expenses and other related costs.

the 12 months following December 31, 2022, we expect our total operating losses to be approximately $1,200,000 (not including any

capital expenditures).

However, our estimate of total operating losses could increase if we encounter unanticipated difficulties.

our estimates of the amount of cash necessary to fund our business may prove to be wrong and we could spend our available financial resources

much faster than we currently expect.

Further, our operational expenses may increase substantially during our current fiscal year if

we pursue an expansion of our current operational goals and research and development activities.

If we cannot raise the money that we

need in order to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations

and/or forego other attractive business opportunities that may arise.

If any of these were to occur, there is a substantial risk that

our business would fail.

Sources of additional funds may not be available on acceptable terms or at all.

In addition, weak economic and

capital market conditions could result in increased difficulties in raising capital for our operations.

We may not be able to raise money

through the sale of our equity securities or through borrowing funds on terms we find acceptable, or at all.

If we cannot raise the funds

that we need, we will be unable to continue our operations, and our stockholders could lose their entire investment in the Company.

Regardless of the

manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment banking fees, legal

fees, accounting fees, and other related costs.

limited operating experience could make our operations inefficient or ineffective.

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to competitive, financial or technological challenges.

In order to conserve our cash resources, we have significantly scaled back our

glycosylated cannabinoid product research and development efforts until additional capital is raised to advance our drug development program.

In addition, because of our limited operating history, we have limited insight into trends that may emerge

and affect our businesses, and limited experience responding to such trends.

We may make errors in predicting and reacting to relevant

business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in

evolving markets.

In addition, because of our limited operating history, we have limited insight

into trends that may emerge and affect our businesses, and limited experience responding to such trends.

We may make errors in predicting

and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by

early-stage companies in evolving markets.

We may not be able to successfully address any or all of these risks and uncertainties.

Failure to adequately do so

could cause our business, results of operations and financial condition to suffer or fail.

coronavirus pandemic is adversely affecting and will continue to adversely affect our current business.

inception, the Company has funded its operations primarily through equity and debt financings.

In the event that the coronavirus pandemic

has an adverse financial effect on our potential sources of financing, our operations would be negatively affected.

The coronavirus pandemic

may also make it more difficult for us to pursue capital through alternative sources, such as pharmaceutical drug collaborations or other

similar arrangements, since potential strategic partners may be either suffering financially or operationally as a result of the coronavirus

pandemic or are focused on the development of treatment therapies or vaccines for the coronavirus.

The duration and breadth of the coronavirus

pandemic is uncertain and the ultimate impact cannot be reasonably estimated at this time.

to adequately to do so could cause our business, results of operations and financial condition to suffer or fail.

may not be able to manage our expansion of operations effectively.

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we may not be able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

we are unable to hire and retain qualified personnel, we may not be able to implement our business plan.

of March 30, 2023, we employed 40 full-time employees.

If we are unable to hire and retain qualified

personnel, we may not be able to implement our business plan.

As of March 28, 2024, we employed

56 full-time employees.

Attracting and retaining personnel will be critical to our success.

We may not be able to attract and retain the qualified

personnel necessary for the development of our business.

In addition, we may have difficulty recruiting necessary personnel as a result

of our limited operating history.

The loss of key personnel or the failure to recruit necessary additional personnel could impede the

achievement of our business objectives.

of our employees, officers, directors and consultants may from time to time serve as employees, officers, directors and consultants

of other companies.

In fact, our current CEO, Michael Cavanaugh, currently serves as Chief Investment Officer of Tower 1

Partnership, LLC, an investment firm focused on private and public investments in a variety of industries, and as manager of several

affiliated investment partnerships, pursuant to which he devotes a significant portion of his time.

The commitments of our

employees, officers, directors and consultants to these other companies may cause them to devote less time to the Company than would

otherwise be the case.

addition, we expect to rely on independent organizations, advisors and consultants to provide certain services.

The services of these

independent organizations, advisors and consultants may not be available to us on a timely basis when needed or on acceptable terms,

and if they are not available, we may not be able to find qualified replacements.

If we are unable to retain the services of qualified

personnel, independent organizations, advisors and consultants, we may not be able to implement our business plan.

We may not be able to attract and retain the

qualified personnel necessary for the development of our business.

In addition, we may have difficulty recruiting necessary personnel

as a result of our limited operating history.

The loss of key personnel or the failure to recruit necessary additional personnel could

impede the achievement of our business objectives.

In addition, we expect to rely

on independent organizations, advisors and consultants to provide certain services.

The services of these independent organizations, advisors

and consultants may not be available to us on a timely basis when needed or on acceptable terms, and if they are not available, we may

not be able to find qualified replacements.

If we are unable to retain the services of qualified personnel, independent organizations,

advisors and consultants, we may not be able to implement our business plan.

Our CEO and certain other Company employees

devote substantial portions of their time to businesses other than the Company’s business.

Certain of our officers, directors

and employees devote substantial portions of their time to businesses of other companies.

Our CEO, Michael Cavanaugh, currently serves

as Chief Investment Officer of Tower 1 Partnership, LLC, an investment firm focused on private and public investments in a variety of

industries, and as the manager of several non-affiliated investment partnerships, pursuant to which he devotes a significant portion of

The commitments of our officers, directors and employees to these other businesses may cause them to devote less time to the

Company than would otherwise be the case.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

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not limited to:

in regulatory landscape reducing the demand for, and incentives relating

to, our land reclamation, water treatment and related environmental services;

in regulatory landscape reducing the demand for, and incentives relating to, our land reclamation, water treatment and related environmental

or maintaining necessary regulatory permits, licenses or approvals;

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and commercial businesses and real estate developments which benefit from our land reclamation and water treatment services;

related to planning and commencing new operations, including inaccurate

assessment of the demand for our land reclamation, water treatment and related environmental services and products and inability to begin

operations as scheduled;

potential inability to identify suitable acquisition opportunities or to form the relationships with coal mining operators or other

related to planning and commencing new operations, including inaccurate assessment of the demand for our land reclamation, water

treatment and related environmental services and products and inability to begin operations as scheduled;

potential inability to identify suitable acquisition opportunities or to form relationships with coal mining operators or other

landowners necessary to form strategic partnerships.

costs, construction costs and costs of providing services may rise faster than revenue.

ability to increase the rates at which we provide our land reclamation,

water treatment and related environmental services may be limited by a variety of factors.

However, our costs are subject to market conditions

and other factors, and may increase significantly.

The second largest component of our equipment operating costs is made up of salaries

These costs are affected by the local supply and demand for qualified labor.

Other large components of our costs are general

insurance, workers compensation insurance, employee benefits and health insurance costs.

These costs may increase disproportionately to

our service rate increases and may have a material adverse effect on our financial condition and results of operations.

ability to increase the rates at which we provide our land reclamation, water treatment and related environmental services may be limited

by a variety of factors.

However, our costs are subject to market conditions and other factors, and may increase significantly.

largest component of our equipment operating costs is made up of salaries and wages.

These costs are affected by the local supply and

demand for qualified labor.

Other large components of our costs are general insurance, workers compensation insurance, employee benefits

and health insurance costs.

These costs may increase disproportionately to our service rate increases and may have a material adverse

effect on our financial condition and results of operations.

suppliers may fail to deliver materials and parts according to schedules, prices, quality and volumes that are acceptable to us, or we

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Unexpected changes in business conditions,

materials pricing, labor issues, wars such as the current conflict in Ukraine, trade policies, natural disasters, health epidemics

such as the global COVID-19 pandemic, trade and shipping disruptions, port congestions and other factors beyond our or our

materials pricing, labor issues, wars such as the current conflicts in Gaza and Ukraine, trade policies, natural disasters, health

epidemics such as the global COVID-19 pandemic, trade and shipping disruptions, port congestions and other factors beyond our or our

suppliers’ control could also affect these suppliers’ ability to deliver components to us or to remain solvent and

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While we believe that we will be able to secure additional or alternate sources for

most of our necessary components or products, there is no assurance that we will be able to do so quickly or at all.

most of our necessary components or products, there is no assurance that we will be able to do so quickly or at all or at prices that are financially feasible.

financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules

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can be no assurance that we will be able to successfully compete with our competitors.

Our competitors may prove more successful in offering

similar services which prove to be more popular with potential customers than our services.

Our competitors may be able to offer similar

services which prove to be more popular with potential customers than our services.

Our ability to grow and achieve profitability

will depend on our ability to satisfy our customers and withstand increasing competition by providing superior environmental services

at reasonable cost.

There can be no assurance that we will be able to achieve or maintain a successful competitive position.

will depend on our ability to satisfy our customers and withstand increasing competition by providing superior environmental

services at reasonable cost.

There can be no assurance that we will be able to achieve or maintain a successful competitive

we become subject to environmental-related claims, we could incur significant cost and time to comply.

land reclamation and water treatment business activities create a risk of significant environmental liabilities and reputational

Under applicable environmental laws and regulations, we could be strictly, jointly and severally liable for releases of regulated

substances by us at the properties of others, including if such releases result in contamination of air or water or cause harm to individuals.

Our business activities also create a risk of contamination or injury to our employees, customers or third parties, from the use, treatment,

land reclamation and water treatment business activities create a risk of significant environmental liabilities and reputational damage.

Under applicable environmental laws and regulations, we could be strictly, jointly and severally liable for releases of regulated substances

by us at the properties of others, including if such releases result in contamination of air or water or cause harm to individuals.

business activities also create a risk of contamination or injury to our employees, customers or third parties, from the use, treatment,

storage, transfer, handling and/or disposal of these materials.

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Our insurance

policies may not be sufficient to cover the costs of such claims.

policies may not be sufficient to cover the costs of defending such claims.

to effectively treat emerging contaminants could result in material liabilities.

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customers may seek performance guarantees as to our equipment and services.

Failure to meet specifications of our customers or our failure

to meet our performance guarantees may increase costs by requiring additional resources and services, monetary reimbursement to a customer

or could otherwise result in liability to our customers.

To the extent that we incur substantial performance guarantee claims in any

period, our reputation, earnings and ability to obtain future business could be materially adversely affected.

Failure to meet specifications of our customers or our

failure to meet our performance guarantees may increase our costs by requiring us to provide additional resources and services,

monetary reimbursement to a customer or could otherwise result in liability to our customers.

To the extent that we incur

substantial performance guarantee claims, our reputation, earnings and ability to obtain future business could be

materially adversely affected.

in, and compliance with, current and future environmental and climate change laws and regulations could impact our land reclamation and

water treatment business, financial condition or results of operations.

business, operations, and product and service offerings are subject to and affected by many federal, state, local and foreign environmental

laws and regulations, including those enacted in response to climate change concerns.

Compliance with existing laws and regulations currently

requires, and compliance with future laws is expected to continue to require, increasing operating and capital expenditures in order

to conform to changing environmental standards and regulations, which could impact our business, financial condition and results of operations.

Furthermore, environmental laws and regulations may authorize substantial fines and criminal sanctions to address violations, and may

require the installation of costly pollution control equipment or operational changes to limit emissions or discharges.

We also incur,

and expect to continue to incur, costs to comply with current environmental laws and regulations.

At the same time, the demand for our

land reclamation and water treatment services also is driven by federal and state laws, regulations and programs which

create incentives for our services.

Developments such as the adoption of new environmental laws and regulations, stricter enforcement

of existing laws and regulations, violations by us of such laws and regulations, discovery of previously unknown or more extensive contamination,

litigation involving environmental impacts, our inability to recover costs associated with any such developments, or financial insolvency

of other responsible parties could in the future have a material adverse effect on our financial condition and results of operations.

business, operations, and product and service offerings are subject to and affected by many federal, state, local and foreign

environmental laws and regulations, including those enacted in response to climate change concerns.

Compliance with existing laws

and regulations currently requires, and compliance with future laws is expected to continue to require, increasing operating and

capital expenditures in order to conform to changing environmental standards and regulations, which could impact our business,

financial condition and results of operations.

Furthermore, environmental laws and regulations may authorize substantial fines and

criminal sanctions to address violations, and may require the installation of costly pollution control equipment or operational

changes to limit emissions or discharges.

We also incur, and expect to continue to incur, costs to comply with current environmental

laws and regulations.

At the same time, the demand for our land reclamation and water treatment services also is driven by federal

and state laws, regulations and programs which create incentives for our services.

Developments such as the adoption of new

environmental laws and regulations, stricter enforcement of existing laws and regulations, violations by us of such laws and

regulations, discovery of previously unknown or more extensive contamination, litigation involving environmental impacts, our

inability to recover costs associated with any such developments, or the financial insolvency of other responsible parties could in

the future have a material adverse effect on our financial condition and results of operations.

insurance may not provide adequate coverage.

we maintain general and product liability, property and commercial insurance coverage, which we consider prudent, there can be no assurance

that such insurance will prove adequate in the event of actual casualty losses or broader calamities such as earthquakes, financial crises,

economic depressions or other catastrophic events, which are either uninsurable or not economically insurable.

Any such losses could

have a material adverse effect on the performance of our systems.

land reclamation and water treatment business is subject to various statutory and regulatory requirements, which may

increase in the future.

we maintain general and product liability, property and commercial insurance coverage in amounts which we consider prudent, there

can be no assurance that such insurance will prove adequate in the event of actual casualty losses or broader calamities such as

earthquakes, financial crises, economic depressions or other catastrophic events, which are either uninsurable or not economically

Any such losses could have a material adverse effect on the performance of our systems.

land reclamation and water treatment business is subject to various statutory and regulatory requirements, which may increase in the

land reclamation and water treatment business is subject to various statutory and regulatory requirements.

to continue to hold licenses and permits required for our land reclamation and water treatment business is subject to

maintaining satisfactory compliance with such requirements.

Our ability to continue to

hold licenses and permits required for our land reclamation and water treatment business is subject to maintaining satisfactory compliance

with such requirements.

We may incur significant costs to maintain compliance.

Our ability to obtain

modifications to our permits may be met with resistance, substantial statutory or regulatory requirements or may be too costly to achieve.

These requirements may cause us to postpone or cancel our plans.

Future statutory and regulatory requirements, including any legislation

focused on combating climate change, may require significant cost to comply or may require changes to our products or services.

Our ability to obtain modifications to our permits may

be met with resistance, substantial statutory or regulatory requirements or may be too costly to achieve.

These requirements may cause

us to postpone or cancel our plans.

Future statutory and regulatory requirements, including any legislation focused on combating climate

change, may require significant cost to comply or may require changes to our products or services.

environmental regulations to which we are subject may increase our costs and potential liabilities and limit our ability to operate.

land reclamation and water treatment business is subject to various federal, state, and local environmental requirements,

including those relating to emissions to air, discharged wastewater, storage, treatment, transport and disposal of regulated materials

and cleanup of coal mining and groundwater contamination.

Efforts to conduct our operations in compliance with all applicable laws and

regulations, including environmental rules and regulations, require programs to promote compliance, such as training employees and customers,

purchasing health and safety equipment and in some cases hiring outside consultants and lawyers.

Even with these programs, we face the

risk of being subject to government enforcement proceedings, which can result in fines or other sanctions and require expenditures for

remedial work on contaminated sites.

land reclamation and water treatment business is subject to various federal, state, and local environmental requirements, including those

relating to emissions to air, discharged wastewater, storage, treatment, transport and disposal of regulated materials and cleanup of

coal mining and groundwater contamination.

Efforts to conduct our operations in compliance with all applicable laws and regulations,

including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing

health and safety equipment and in some cases hiring outside consultants and lawyers.

Even with these programs, we face the risk of being

subject to government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work

on contaminated sites.

The landscape of environmental regulation to which we are subject can change.

Changes to environmental

regulation often present new business opportunities for us;

however, such changes may also result in increased operating and compliance

While we seek to monitor the landscape of environmental regulation, our ability to navigate is limited by our small size and resources,

and any changes to such regulations may result in a material effect on our operations, cash flows or financial condition.

Changes to environmental regulation

often present new business opportunities for us;

however, such changes may also result in increased operating and compliance costs.

we seek to monitor the landscape of environmental regulation, our ability to navigate is limited by our small size and resources, and

any changes to such regulations may result in a material effect on our operations, cash flows or financial condition.

also have the power to suspend or revoke permits or licenses needed for operation of our equipment and vehicles based on, among other

factors, our compliance record, and customers may decide not to do business with us because of concerns about our compliance record.

Suspension or revocation of permits or licenses would impact our land reclamation and water treatment business and

could have a material impact on our financial results.

Although we have never had any of our operating permits revoked, suspended or

non-renewed involuntarily, it is possible that such an event could occur in the future.

Suspension or revocation of permits or licenses would impact our land reclamation and water treatment business and could have a material

impact on our financial results.

Although we have never had any of our operating permits revoked, suspended or non-renewed involuntarily,

it is possible that such an event could occur in the future.

environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities

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land reclamation and water treatment business requires permits to operate.

Our inability to obtain permits in a timely

manner could result in substantial delays to our business.

The issuance of permits is dependent on the applicable government agencies

and is beyond our control and that of our customers.

There can be no assurance that we and/or our customers will receive the permits

necessary to operate, which could substantially and adversely affect our operations and financial condition.

Our inability to obtain permits in a timely manner could result

in substantial delays to our business.

The issuance of permits is dependent on the applicable government agencies and is beyond our control

and that of our customers.

There can be no assurance that we and/or our customers will receive the permits necessary to operate, which

could substantially and adversely affect our operations and financial condition.

on the nature of our business, we currently depend and are likely to continue to depend on a limited number of customers for a significant

portion of our revenues.

currently have three customers in West Virginia that account for substantially all of our land reclamation and water treatment business.

The failure to obtain additional customers or the loss of all or a portion of the revenues attributable to any current or future

customer as a result of competition, creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise could

have a material adverse effect on our business, financial condition, results of operations and cash flows.

currently have five customers in West Virginia that account for substantially all of our land reclamation and water treatment business.

The failure to obtain additional customers or the loss of all or a portion of the revenues attributable to any current or future customer

as a result of competition, creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise could have a

material adverse effect on our business, financial condition, results of operations and cash flows.

our customers do not enter into, extend or honor their contracts with us, our profitability could be adversely affected.

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currently have no sales, marketing or distribution capabilities with respect to our cannabinoid drug development business.

decide to build sales, marketing or distribution capabilities internally or pursue collaborative arrangements for the sales and

marketing of our products, including steps necessary to commercialize our pharmaceutical products.

Any such collaborative

arrangements may not provide us with the sales and marketing benefits we expect.

To the extent that we decide not to, or are unable

to, enter into successful collaborative arrangements with respect to the sales and marketing of our cannabinoid products,

significant capital expenditures, management resources and time will be required to establish and develop an in-house marketing and

sales force with appropriate expertise.

We may be unable to establish or maintain relationships with third party collaborators or

develop in-house sales and distribution capabilities.

To the extent that we depend on third parties for marketing and distribution,

any revenues we receive will depend upon the efforts of such third parties and there can be no assurance that such third parties

will establish adequate sales and distribution capabilities or be successful in gaining market acceptance of any approved product.

If we are not successful in commercializing any product approved in the future, either on our own or through third parties, our

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

If sufficient capital is available, we may choose

to build sales, marketing or distribution capabilities internally or pursue collaborative arrangements for the sales and marketing of

our products.

We may be unable

to establish or maintain relationships with third party collaborators or develop in-house sales and distribution capabilities.

extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts of such third

parties and there can be no assurance that such third parties will establish adequate sales and distribution capabilities or be successful

in gaining market acceptance of any approved product.

If we are not successful in commercializing any product approved in the future,

either on our own or through third parties, our business, financial condition and results of operations could be materially adversely

may seek orphan drug status for our products for the treatment of certain diseases or conditions, but we may be unable to obtain such

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currently have no pharmaceutical products on the market, and our product candidates are still in pre-clinical development.

The success of our cannabinoid drug development business

depends on the successful clinical development, regulatory approval and commercialization of our product candidates, and additional pre-clinical

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and surveillance, which would require the expenditures of substantial resources beyond our current resources.

Of the large number of

drugs in development for approval in the United States and the European Union, only a small percentage successfully complete the FDA

or EMA regulatory approval processes, as applicable, and are commercialized.

Accordingly, even if we are able to obtain the requisite

Even if we are able to obtain the requisite

financing to continue to fund our research, development and clinical programs, we are not certain that any of our product candidates

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positive results from our pre-clinical testing of our products may not necessarily be predictive of the results from clinical trials

Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials after

achieving positive results in pre-clinical development, and we cannot be certain that we will not face similar setbacks.

Moreover, pre-clinical

and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product candidates

performed satisfactorily in pre-clinical studies and clinical trials nonetheless failed to obtain FDA or EMA approval.

If we fail to

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DEA or comparable foreign regulatory authority-related recordkeeping, reporting or security violations at a clinical trial site, leading

the DEA, state authorities or comparable foreign regulatory authorities to suspend or revoke the controlled substance license

at the site and causing a delay or termination of planned or ongoing clinical trials;

the DEA, state authorities or comparable foreign regulatory authorities to suspend or revoke the controlled substance license at the

site and causing a delay or termination of planned or ongoing clinical trials;

regulatory concerns with cannabinoid products generally and the potential for abuse of those products;

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decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities.

Our spending on proprietary

research and development programs relating to our products may not yield any commercially viable products.

If we do not accurately evaluate

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The safety profile of any product will continue to be closely monitored by the FDA, EMA and other comparable foreign regulatory

If the FDA, EMA or any other comparable foreign regulatory authority becomes aware of new safety information after approval

of any of our product candidates, these regulatory authorities may require labeling changes or establishment of a REMS, impose significant

These regulatory authorities may require labeling changes or establishment of a REMS, impose significant

restrictions on a product’s indicated uses or marketing, impose ongoing requirements for potentially costly post-approval studies

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or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing

facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing.

If we, our product

candidates or the manufacturing facilities for our product candidates fail to comply with applicable regulatory requirements, a regulatory

agency may, among other things:

issue untitled letters or warning letters;

mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;

require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required

due dates for specific actions and penalties for noncompliance;

seek an injunction or impose civil or criminal penalties or monetary fines;

suspend or withdraw regulatory approval;

suspend any ongoing clinical trials;

refuse to approve pending applications or supplements to applications filed by us;

require us to initiate a product recall.

occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates and may otherwise

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

facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing which may inhibit

our ability to commercialize our product candidates and may otherwise have a material adverse effect on our business, financial condition

and results of operations.

products will be subject to controlled substance laws and regulations;

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areas, including, but not limited to, Biogen, Teva Neuroscience, Pfizer, Endo Pharmaceuticals, Genzyme, Novartis, Bayer Healthcare, and

additional companies such as Jazz Pharmaceuticals, Corbus Pharmaceuticals, Trait Biosciences, and Zynerba Pharmaceuticals

are developing cannabinoid pharmaceuticals for treatment of various clinical indications and commercial applications.

additional companies such as Jazz Pharmaceuticals, Corbus Pharmaceuticals, Trait Biosciences, and Zynerba Pharmaceuticals are developing

cannabinoid pharmaceuticals for treatment of various clinical indications and commercial applications.

to obtain regulatory approval in jurisdictions outside the United States and the European Union would prevent our product candidates

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to our business.

Restrictions under applicable federal and state healthcare laws and regulations that may affect our ability to operate

include the following:

federal healthcare Anti-Kickback Statute impacts our marketing practices, educational programs, pricing policies and relationships

with healthcare providers or other entities, by prohibiting, among other things, persons from knowingly and willfully soliciting, offering,

receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral

of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under a federal

healthcare program such as Medicare and Medicaid;

federal civil and criminal false claims laws and civil monetary penalty laws impose criminal and civil penalties, including through civil

whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal

government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent (including through impermissible

promotion of our products for off-label uses) or making a false statement or record to avoid, decrease or conceal an obligation to pay

money to the federal government;

federal Health Insurance Portability and Accountability Act of 1996 (HIPAA), imposes criminal and civil liability for executing

a scheme to defraud any healthcare benefit program and also created federal criminal laws that prohibit knowingly and willfully falsifying,

concealing or covering up a material fact or making any materially false statements in connection with the delivery of or payment for

healthcare benefits, items or services;

HIPAA, and the rules and regulations promulgated thereunder, establish federal standards for maintaining the privacy and security of

certain patient health information known as Protected Health Information (PHI).

As amended by the Health Information Technology for Economic

and Clinical Health Act (HITECH), HIPAA establishes federal standards for administrative, technical and physical safeguards relevant

to the electronic transmission of PHI and imposes notification obligations in the event of a breach of the privacy or security of PHI.

In addition to adhering to the requirements of HIPAA, entities considered “covered entities” under HIPAA (such as health

plans, healthcare clearinghouses, and certain healthcare providers) are required to obtain assurances in the form of a written contract

from certain business associates to which they transmit PHI (or who create, receive, transmit or maintain PHI on the covered entity’s

behalf) to ensure that the privacy and security of such information is maintained in accordance with HIPAA requirements.

changes to HIPAA including extending the reach of HIPAA beyond HIPAA covered entities to business associates, increased the maximum civil

monetary penalties for violations of HIPAA, and granted enforcement authority to state attorneys general.

Failure to comply with HIPAA/HITECH

can result in civil and criminal liability, including civil monetary penalties, fines and imprisonment;

federal physician payment transparency requirements under the Affordable Care Act require applicable manufacturers of covered

drugs, devices, biologics and medical supplies to report annually to HHS information related to payments and other transfers of value

to physicians, certain other healthcare providers, and teaching hospitals, and ownership and investment interests held by physicians

and certain other healthcare providers and their immediate family members and applicable group purchasing organizations;

analogous state laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements

and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers.

state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the

relevant compliance guidance promulgated by the federal government and may require drug manufacturers to report information related to

payments and other transfers of value to physicians and certain other healthcare providers or marketing expenditures.

Additionally, state

and foreign laws govern the privacy and security of health information in certain circumstances, many of which differ from each other

in significant ways and often are not preempted by HIPAA/HITECH, thus complicating compliance efforts.

laws and regulations exist in the countries within the European Economic Area (EEA).

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our intellectual property rights would diminish.

expect to continue to develop our intellectual property portfolio as we increase our research and development efforts.

We may be unable

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we are able to develop and commercialize our proposed products, we could become subject to product liability claims.

If we are not able

to successfully defend against such claims, we may incur substantial liabilities or be required to limit commercialization of our proposed

If we are unable to obtain sufficient product liability insurance at an acceptable cost to protect against potential product

liability, claims could prevent or inhibit the commercialization of products we develop, alone or with collaborators.

Even if our agreements

with any future collaborators entitle us to indemnification against losses, such indemnification may not be available or adequate should

any claim arise.

If we are not

able to successfully defend against such claims, we may incur substantial liabilities or be required to limit commercialization of

our proposed products.

If we are unable to obtain sufficient product liability insurance at an acceptable cost to protect against

potential product liability claims this could prevent or inhibit the commercialization of products we develop, alone or with

collaborators.

Even if our agreements with any future collaborators entitle us to indemnification against losses, such

indemnification may not be available or adequate should any claim arise.

regulation of our products could increase our costs, prevent us from offering certain products or cause us to recall products.

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significant revenue.

We intend to acquire additional businesses and assets that will generate revenue related to our impact investing strategy

and there can no assurance that we will be able to do so, or to do so on terms that are acceptable to us, or in a manner that will provide

us with the revenue we expect.

intend to acquire additional businesses and assets that will generate revenue related to our impact investing strategy and there can

no assurance that we will be able to do so, or to do so on terms that are acceptable to us, or in a manner that will provide us with

the revenue we expect.

consideration of sustainability and environmental criteria as the pre-eminent part of our business and investment strategy will limit

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underperform the market as a whole, or forgoing opportunities to invest available capital in businesses that might otherwise be advantageous

to acquire or develop.

If we are not successful in acquiring or developing desirable businesses or assets which fit within our business strategy or

if those assets do not generate sufficient revenue, our business, financial condition and results of operations could be materially adversely

if those businesses do not generate sufficient revenue, our business, financial condition and results of operations could be materially adversely

impact investing strategy is new, untested and may not be successful.

impact investing strategy is qualitative and subjective by nature, and there is no guarantee that the factors we utilize in making capital

and other resource allocation decisions or any judgment exercised by our management or Board will reflect the opinions of any particular

shareholder, and the criteria utilized by the Company may differ from the criteria that any particular shareholder considers relevant

in evaluating a company’s sustainability or ESG practices.

In making allocation and investment decisions, Company management will

be dependent upon information and data obtained through voluntary or third-party reporting that may be incomplete, inaccurate or unavailable,

or present conflicting information and data with respect to a particular opportunity, which in each case could cause the Company to incorrectly

assess a potential target’s business practices with respect to its sustainability and ESG practices.

Socially and environmentally-responsible

norms differ by region.

impact investing strategy is qualitative and subjective by nature, and there is no guarantee that the factors we utilize in making

capital and other resource allocation decisions or any judgment exercised by our management or board will reflect the opinions of

any particular shareholder, and the investment criteria utilized by the Company may differ from the investment criteria that any

particular shareholder considers relevant in evaluating a company’s sustainability or impact investing practices.

allocation and investment decisions, Company management will be dependent upon information and data obtained through voluntary or

third-party reporting, if available, that may be incomplete, inaccurate or present conflicting information and data with respect to

a particular opportunity, which in each case could cause the Company to incorrectly assess a potential target’s business

practices with respect to its sustainability and impact investing practices.

Socially and environmentally-responsible norms differ

In implementing its impact investing strategy, management will seek to exclude businesses deemed to be fundamentally

misaligned with the Company’s sustainability principles.

In addition, as a result of the Company’s engagement activities,

the Company may make an investment in activities or companies that do not currently engage in sustainability or ESG practices that meet

criteria established by the Company in an effort to improve such target’s ESG practices.

Successful application of the Company’s

impact investing strategy and management’s engagement efforts will depend on management’s skill in properly identifying and

analyzing material ESG issues, and there can be no assurance that the strategy or techniques employed will be successful.

have limited experience operating an impact investing strategy and may be subject to

increased business and economic risks that could affect our financial results.

In addition, as a result of the Company’s engagement

activities, the Company may make an investment in activities or companies that do not currently engage in sustainability or impact investing

practices that meet criteria established by the Company in an effort to improve such target’s impact investing practices.

Successful application of the Company’s impact investing strategy and management’s engagement efforts will depend on

management’s skill in properly identifying and analyzing material sustainability issues, and there can be no assurance that

the strategy or techniques employed will be successful.

have limited experience operating an impact investing strategy and may be subject to increased business and economic risks that could

affect our financial results.

have limited experience operating a business with an impact investing strategy.

If we are unable to manage our ESG-related operations successfully, our financial results could be adversely

If we are unable to manage our impact investing operations

successfully, our financial results could be adversely affected.

may be unable to obtain the financing we need to pursue our impact investing strategy and any future financing we receive may be less

favorable to us than our current financing arrangements, either of which may adversely affect our ability to expand our operations.

and sustainability-related projects and businesses we may seek to acquire or develop will require substantial capital investment.

access to capital on acceptable or favorable terms to us is necessary for the success of our impact investing strategy, particularly

in enhancing our portfolio through M&A activities.

Our attempts to obtain the necessary future financing may not be successful or

on favorable terms.

Sustainability-focused

businesses we may seek to acquire or develop will require substantial capital investment.

Our access to capital on acceptable or

favorable terms to us is necessary for the success of our impact investing strategy, particularly in enhancing our portfolio through

M&A activities.

Our attempts to obtain the necessary future financing may not be successful or result in financing available on

favorable terms.

Our ability to arrange for financing on a substantially non-recourse or limited recourse basis, and the costs of

such financing, are dependent on numerous factors, including general economic conditions, conditions in the global capital and credit

markets, investor confidence, the success of our business, the credit quality of the businesses being financed, and the continued existence

of tax laws which are conducive to raising capital for these types of activities.

If we are not able to obtain financing on a substantially

non-recourse or limited recourse basis, we may have to finance them using recourse capital such as direct equity investments or the incurrence

of additional debt by us.

Also, in the absence of favorable financing options, we may decide not to develop or acquire facilities or

businesses from third parties.

Any of these alternatives could have a material adverse effect on our growth prospects.

such financing, are dependent on numerous factors, including general economic conditions, conditions in the global capital and

credit markets, investor confidence, the success of our business, the credit quality of the businesses being financed, and the

continued existence of tax laws which are conducive to raising capital for these types of activities.

If we are not able to obtain

financing on a substantially non-recourse or limited recourse basis, we may have to finance our M&A activities using recourse capital such as

direct equity investments or the incurrence of additional debt by us.

Also, in the absence of favorable financing options, we may

decide not to develop or acquire facilities or businesses from third parties.

Any of these alternatives could have a material

adverse effect on our growth prospects.

may also need additional financing to implement our impact investing strategic plan.

For example, our cash flow from operations and existing

liquidity facilities may not be adequate to finance any acquisitions we may want to pursue or new technologies we may want to develop

liquidity facilities may not be adequate to finance any acquisitions we may seek to pursue or new technologies we may seek to develop

Financing for acquisitions or technology development activities may not be available on terms we find acceptable.

legislative changes could affect our financial results.

of the types of environmental assets we are considering purchasing are subject to environmental regulations and we expect such regulatory

conditions to influence the assumptions we will make regarding future revenues and expenses.

If those regulatory conditions change, our

revenues may be decreased and our expenses could increase, adversely affecting our financial results.

environmental assets we are considering purchasing are often subject to environmental regulations, and we expect such regulatory

conditions to influence the assumptions we will make regarding the future revenues and expenses associated with such proposed acquisitions.

If those regulatory conditions

change, our revenues may decrease and our expenses may increase, adversely affecting our financial results.

reduction or elimination of government incentives could adversely affect our business, financial condition, future results and cash flows.

planned impact investing strategy may benefit in the future from public policies and government incentives that support renewable energy

and enhance the economic feasibility of sustainability-based projects in regions where we operate.

Such policies and incentives include

tax credits, accelerated depreciation tax benefits, renewable portfolio standards, carbon trading mechanisms, rebates, and may include

impact investing strategy benefits from those public policies and government incentives that support renewable energy and enhance

the economic feasibility of sustainability-based projects in regions where we operate.

Such policies and incentives include tax

credits, accelerated depreciation tax benefits, renewable portfolio standards, carbon trading mechanisms, rebates, and may include

similar or other incentives to end users, distributors, or other participants in the energy or mining industry.

Some of these measures

have been implemented at the federal level, while others have been implemented by different states within the United States.

The availability

and continuation of these public policies and government incentives are likely to have a significant effect on the economics and viability

of our environmental businesses.

Any changes to such public policies, or any reduction in or elimination or expiration of such government

incentives could affect us in different ways.

For example, policies supporting or deregulating the exploration, production and use of

fossil fuels may create regulatory uncertainty in the renewable energy industry.

Any of the foregoing outcomes could have a material

adverse effect on our business, financial condition, future results, and cash flows.

Some of these

measures have been implemented at the federal level, while others have been implemented by various states within the United

The availability and continuation of these public policies and government incentives are likely to have a significant effect

on the economics and viability of our environmental businesses.

Changes to such public policies or any reduction in or

elimination or expiration of such government incentives supporting or

deregulating the exploration, production and use of fossil fuels may create regulatory uncertainty in the renewable energy industry, which could have a material adverse effect on our business, financial condition, future results, and cash

may decide not to implement, or may not be successful in implementing, one or more elements of our multi-year strategic plan, and the

plan as implemented may not achieve its goal of enhancing shareholder value through the long-term growth of our Company.

are implementing a multi-year strategic plan to develop an impact investing business engaged in a number of complimentary ESG businesses in the United

States which will permit us to explore synergistic growth opportunities utilizing our core competencies.

are implementing a multi-year strategic plan to develop an impact investing business engaged in a number of complimentary impact investing

businesses in the United States which will permit us to explore synergistic growth opportunities utilizing our core competencies.

are uncertainties and risks associated with our strategic plan, including with respect to implementation and outcome.

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of the plan, in each case for a number of reasons.

For example, we may face significant challenges and risks expanding into an impact investing business

ability to compete with the large number of other companies pursuing similar business opportunities in the ESG field, many of which

already have established businesses in these areas and/or have greater financial, strategic, technological or other resources than

ability to obtain financing on terms we consider acceptable, or at all, which we may need, for example, to develop new projects,

to obtain any technology, personnel, intellectual property, or to acquire one or more existing businesses as a platform for our expansion,

or to fund internal research and development;

ability to provide services or products that keep pace with rapidly changing technology, customer preferences, equipment costs,

increasing raw materials and transportation costs, market conditions and other factors that currently are unknown to us that

will impact these markets;

For example, we may face significant challenges and risks expanding into an impact

investing business including:

ability to compete with the large number of other companies pursuing similar business opportunities, many of which already have

established businesses in the geographic regions we are targeting and/or have greater financial, strategic, technological or other

resources than we have;

ability to obtain financing on terms we consider acceptable, or at all, which we may need, for example, to develop new projects, to

obtain desired technology, personnel, or intellectual property, to acquire one or more existing businesses as a platform for our

expansion, or to fund internal research and development;

ability to provide services or products that keep pace with rapidly changing technology, customer preferences, equipment costs, increasing

raw materials and transportation costs, market conditions and other factors that currently are unknown to us that will impact these

ability to manage the risks and uncertainties associated with our operating the facilities and projects in this line of business,

including the variability of revenues and profitability of such projects;

ability to devote the amount of management time and other resources required to implement this plan;

ability to recruit appropriate employees and labor market challenges.

from the risks associated with implementing the plan, the plan itself will expose us to other risks and uncertainties once implemented.

ability to devote the management and other resources required to successfully implement this plan;

ability to recruit appropriate employees and address labor market challenges in those geographic regions in which we intend to operate.

from the risks associated with implementing the plan, the plan itself will expose us to other risks and uncertainties once

Expanding our customer base may expose us to customers with different credit profiles than our current customers.

Expanding our geographic

base will subject us to risks associated with doing business in new foreign countries in which we will have to learn the business and

political environment.

In addition, expanding into new technologies will expose us to new risks and uncertainties that are unknown to

us now in addition to the risks and uncertainties that may be similar to those we now face.

The success of the plan, once implemented,

will depend, among other things, on our ability to manage these risks effectively.

trading price of our common stock could decline if securities, industry analysts or our investors disagree with our strategic plan or

the way we implement it.

Accordingly, there is no assurance that the plan will enhance shareholder value through long-term growth of

the Company to the extent currently anticipated by our management or at all.

may engage in a business combination with one target business that has relationships with entities that may be affiliated with our sponsor,

executive officers, directors or initial shareholder which may raise potential conflicts of interest.

carrying our impact investing strategy, we may decide to acquire a business affiliated with our executive officers, directors or our

largest shareholder.

We would pursue a transaction with an affiliated entity if we determined that such affiliated entity met our criteria

and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors.

We may not obtain an opinion from an independent investment banking firm or another independent entity regarding the fairness to the

Company from a financial point of view of a business combination with a business affiliated with our executive officers, directors or

largest shareholder.

In the event of a transaction with an affiliated entity, potential conflicts of interest may exist and, as a result,

the terms of the transaction may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

may not be able to successfully conclude the transactions, integrate companies, which we may acquire in the future, which could materially

and adversely affect our business, financial condition, future results and cash flow.

impact investing strategy is to develop our ESG business primarily through acquisitions.

Integrating acquisitions is often costly,

and we may not be able to successfully integrate our acquired businesses with our existing operations without substantial costs,

delays or other adverse operational or financial consequences.

Completion of M&A transactions may be subject to fulfilling

conditions and receiving regulatory approval.

Expanding our geographic base will subject us to risks associated with doing business in new regions where we will have to learn the

local business and political environment.

In addition, expanding into new technologies will expose us to new risks and uncertainties

that are unknown to us now in addition to the risks and uncertainties that may be similar to those we now face.

The success of the

plan, once implemented, will depend, among other things, on our ability to manage these risks effectively.

assurance that the plan will enhance shareholder value through long-term growth of the Company to the extent currently anticipated

by our management or at all.

may engage in transactions with businesses or entities affiliated with our executive officers, directors or major shareholders which may raise potential conflicts of interest.

carrying our impact investing strategy, we may decide to enter into a transaction or acquire a business affiliated with our

executive officers, directors or one or more of our major shareholders.

We would pursue a transaction with an affiliated entity if

we determined that such affiliated entity met our criteria and guidelines for a business combination or other transaction, and such

transaction was approved by a majority of our independent and disinterested directors.

We may not obtain an opinion from an

independent investment banking firm or another independent entity regarding the fairness to the Company from a financial point of

view of such a business combination or transaction.

In the event of a transaction with an affiliated entity, potential conflicts of

interest may exist and, as a result, the terms of the transaction may not be as advantageous to our public shareholders as they

would be absent any conflicts of interest.

may not be able to successfully conclude the transactions or integrate the companies which we may acquire in the future, which

could materially and adversely affect our business, financial condition, future results and cash flow.

carry out our impact investing strategy primarily through acquisitions.

Integrating acquisitions is often costly, and we may be

unable to successfully integrate our acquired businesses with our existing operations without substantial costs, delays or other

adverse operational or financial consequences.

Integrating our acquired companies involves a number of risks that could materially

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difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and

any of our acquired companies suffers customer dissatisfaction or performance problems, this could adversely affect the reputation of

our group of companies and could materially and adversely affect our business, financial condition, future results and cash flow.

any of our acquired companies suffers customer dissatisfaction or performance problems, this could adversely affect our reputation and could materially and adversely affect our business, financial condition, future results and cash flow.

Concentration

of customers, specific projects and regions may expose us to heightened financial exposure.

ESG businesses may be heavily dependent on a single or limited number of customers.

The financial performance of our ESG businesses depends

on the ability of each customer to perform its obligations, possibly under a long-term agreement between the parties.

Our financial results

could be materially and adversely affected if any of our customers fail to fulfill its contractual obligations and we are unable

to find other customers in the marketplace to purchase at the same level of profitability.

We cannot assure that such performance failures

by our customers will not occur, or that if they do occur, such failures will not adversely affect the cash flows or profitability of

our businesses.

Moreover, there can be no assurance that we will be able to enter into replacement agreements on favorable terms or at

we have identified general criteria and guidelines that we believe are important in evaluating prospective target ESG businesses, we

may enter into business combinations that do not have attributes entirely consistent with our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target ESG businesses, it is possible that we may not acquire

or enter into transactions with a target business which will not have all of these positive attributes.

If shareholder approval of the

transaction is required by applicable law or other requirements, or we decide to obtain shareholder approval for business or other reasons,

it may be more difficult for us to attain shareholder approval of those business combinations if the target business does not meet our

general criteria and guidelines.

success of our impact investing strategy may be heavily dependent on one or a limited number of customers.

The financial performance

of those businesses depends on the ability of each customer to perform its respective obligations, possibly under a long-term

agreement between the parties.

Our financial results could be materially and adversely affected if any of our customers fail to

fulfill its contractual obligations and we are unable to find other customers in the marketplace to purchase at the same level of

profitability.

We cannot be assured that such performance failures by our customers will not occur, or that if they do occur, such

failures will not adversely affect the cash flows or profitability of our businesses.

Moreover, there can be no assurance that we

will be able to enter into replacement agreements on favorable terms or at all.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,

we may enter into business combinations that do not have attributes entirely consistent with our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses that fall within our impact investing strategy, it is possible that

we may acquire or enter into transactions with a target business which will not meet all of these criteria.

If shareholder

approval of the transaction is required by applicable law or other requirements, or we decide to obtain shareholder approval for business

or other reasons, it may be more difficult for us to attain shareholder approval of those business combinations if the target business

does not meet our general criteria and guidelines.

may make future acquisitions or form partnerships and joint ventures that may involve numerous risks that could impact our financial

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demands on our operational and IT systems.

success of acquisitions of businesses, new technologies and products, or arrangements with third parties is not always predictable and

we may not be successful in realizing our objectives as anticipated.

Furthermore, any future credit facility we may have may contain

certain covenants that limit, or that may have the effect of limiting, among other things, the payment of dividends, acquisitions, capital

expenditures, the sale of assets and the incurrence of additional indebtedness.

success of acquisitions of businesses, new technologies and products, or arrangements with third parties is not always predictable

and we may not be successful in realizing our objectives as anticipated.

Furthermore, any future credit facility entered into in

connection with such acquisitions may contain certain financial and operational covenants that limit, or that may have the effect of

limiting, among other things, the payment of dividends, acquisitions, capital expenditures, the sale of assets and the incurrence of

additional indebtedness.

could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances

at our facilities or properties.

ESG business operations will be subject to numerous federal, regional, state and local statutory and regulatory standards relating to

the generation, handling, transportation, use, storage, treatment and disposal of hazardous substances.

If any hazardous substances are

found to have been released into the environment at or by one of our facilities or on one of our properties in concentrations that exceed

regulatory limits, we could become liable for the investigation and removal of those substances, regardless of their source and time

If we fail to comply with these laws, ordinances or regulations (or any change thereto), we could be subject to civil or

criminal liability, the imposition of liens or fines, and cessation of operations, large expenditures to bring our operations into compliance

or other sanctions.

Furthermore, under certain federal and states laws in the United States, we can be held liable for the cleanup of

releases of hazardous substances at any of our current or former facilities or at any other locations where we arranged for disposal

of those substances, even if we did not cause the release at that location or if the release complied with applicable law at the time

Liability under these laws can be joint and several.

The cost of any remediation activities in connection with a spill or

other release of such substances could be significant and could expose us to significant liability.

impact investing business operations will be subject to numerous federal, regional, state and local statutory and regulatory

standards relating to the generation, handling, transportation, use, storage, treatment and disposal of hazardous substances.

hazardous substances are found to have been released into the environment at or by one of our facilities or on one of our properties

in concentrations that exceed regulatory limits, we could become liable for the investigation and removal of those substances,

regardless of their source and time of release.

If we fail to comply with these laws, ordinances or regulations (or any change

thereto), we could be subject to, among other things, civil or criminal liability, the imposition of liens or fines, the cessation

of operations, or substantial expenditures necessary to bring our operations into compliance.

Furthermore, under

certain federal and states laws, we can be held liable for the cleanup of releases of hazardous substances at

any of our current or former facilities or at any other locations where we arranged for disposal of those substances, even if we did

not cause the release at that location or if the release complied with applicable law at the time it occurred.

Liability under these

laws can be joint and several.

The cost of any remediation activities in connection with a spill or other release of such substances

could be significant and could expose us to significant liability.

operations could be adversely impacted by climate change.

Environmental Services operations may be susceptible to losses and interruptions caused by extreme weather conditions such as droughts, hurricanes, floods,

wildfires, and water or other natural resource shortages, occurrences of which may increase in frequency and severity as a result of

climate change.

Climate change may also produce general changes in weather or other environmental conditions, including temperature or

precipitation levels.

To the extent weather conditions continue to be impacted by climate change, our Environmental Services operations and facilities may

be adversely impacted in a manner that we could not predict which may in turn adversely impact our results of operations.

the potential physical effects of climate change, such as increased frequency and severity of storms, floods, and other climatic events,

could disrupt our operations and cause us to incur significant costs to prepare for or respond to these effects.

environmental services operations may be susceptible to losses and interruptions caused by extreme weather conditions such as droughts,

hurricanes, floods, wildfires, and water or other natural resource shortages, occurrences of which may increase in frequency and severity

as a result of climate change.

Climate change may also produce general changes in weather or other environmental conditions, including

temperature or precipitation levels.

To the extent weather conditions continue to be impacted by climate change, our environmental services

operations and facilities may be adversely impacted in a manner that we could not predict which may in turn adversely impact our results

of operations.

In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods,

and other climatic events, could disrupt our operations and cause us to incur significant costs to prepare for or respond to these effects.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to carry out our impact investing strategy.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

(i) restrictions

on the nature of our investments;

and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to

carry out our planned impact investing strategy.

addition, we may have imposed upon us burdensome requirements, including:

(X) registration as an investment company with the SEC;

adoption of a specific form of corporate structure;

and (Z) reporting, record keeping, voting, proxy and disclosure requirements and

other rules and regulations that we are currently not subject to.

we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional

expenses for which we have not allotted funds and may hinder our ability to carry out our impact investing strategy.

we are deemed to be an investment company under the Investment Company Act, our activities may be subject to, among other things,

restrictions on the nature of our investments and the issuance of securities, each of which may make it difficult for us to carry

out our planned impact investing strategy.

In addition, we may be subject to additional requirements including:

registration as an investment company with the SEC;

(ii) adoption of a specific form of corporate structure;

and (iii) reporting,

record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

Compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may

hinder our ability to carry out our impact investing strategy.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

assets (exclusive of U.S.

ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our

activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more

than 40% of our assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will include identifying and

completing business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan to

buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to

be a passive investor.

do not believe that our principal activities will subject us to the Investment Company Act.

Our business will

include identifying and completing business combination and thereafter to operate the post-transaction business or assets for the

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy

unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities will subject us to

registration under the Investment Company Act.

Related to our Common Stock

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articles of incorporation authorize the issuance of up to 1,000,000,000 shares of common stock, of which, as of March 28 ,

shares were outstanding and 37,905,879 shares were reserved for issuance under our stock incentive plan and other outstanding options

As a result, we have a large number of shares of common stock that are authorized for issuance that are not outstanding or

otherwise reserved, and could be issued at the discretion of our Board of Directors.

We expect to seek additional financing in the future

in order to fund our operations, and if we issue additional shares of common stock or securities convertible into common stock, our existing

stockholders will be diluted.

Our Board of Directors may also choose to issue shares of our common stock or securities convertible into

or exercisable for our common stock to acquire assets or companies, for compensation to employees, officers, directors, consultants and

advisors, to fund capital expenditures and to enter into strategic partnerships.

2024, 101,023,485 shares were outstanding and 18,855,879 shares were reserved for issuance under our stock incentive plan and other outstanding

options or warrants.

As a result, we have a large number of shares of common stock that are authorized for issuance that are not outstanding

or otherwise reserved, and could be issued at the discretion of our Board of Directors.

We expect to seek additional financing in the

future in order to fund our operations, and if we issue additional shares of common stock or securities convertible into common stock,

our existing stockholders will be diluted.

Our Board of Directors may also choose to issue shares of our common stock or securities convertible

into or exercisable for our common stock to acquire assets or companies, for compensation to employees, officers, directors, consultants

and advisors, to fund capital expenditures and to enter into strategic partnerships.

Additionally, shares of common stock could be issued

39 unchanged sentences

be limited to the appreciation of their stock, which may never occur.

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors