What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-09-19 compared with 2024-09-20 · 28 added, 41 removed, 219 unchanged (24% of the section changed)

8 unchanged sentences

Historically, we have relied upon cash from financing activities to fund substantially all of the cash requirements of our activities and have incurred significant losses and experienced negative cash flow.

For our fiscal years ended June 30, 2024 and 2023, we incurred a net loss of $3,786,597 and earned a net income of $571,623, respectively.

Though we earned a net income of $1,265,553 for our fiscal year ended June 30, 2025, we incurred a net loss of $3,786,597 for our fiscal year ended June 30, 2024.

As of June 30, 2025, we had an accumulated deficit of $25,043,693.

9 unchanged sentences

Approximately 45% and 44% of our content cost for the years ended June 30, 2025 and 2024, respectively, was derived from our three largest suppliers of content.

Loss of any or all of these suppliers of content would significantly

reduce the attractiveness of our services and our revenue, which would have a material adverse effect on our results of operations.

Loss of any or all of these suppliers of content would significantly reduce the attractiveness of our services and our revenue, which would have a material adverse effect on our results of operations.

We can provide no assurance that these suppliers of content will continue to supply us with content in the future.

26 unchanged sentences

In addition, our licenses are generally non-exclusive, and therefore our competitors may have access to the same content licensed to us.

Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from providing certain content or that requires us to pay substantial damages, including treble damages if we are found to have

willfully infringed the claimant’s copyrights, royalties or other fees.

Any of these events could seriously harm our business, operating results and financial condition.

15 unchanged sentences

Any failure by our personnel, contractors, or other agents to adhere to our established policies could violate confidentiality obligations or applicable laws and regulations, jeopardize our intellectual property rights, cause or contribute to unlawful discrimination, or result in the misuse of personally identifiable information or the injection of malware into our systems.

Our industry is subject to intense competition and rapid technological change, which may result in products or new solutions that are superior to our products or solutions under development.

Our industry is subject to intense competition and rapid technological change, including as a result of artificial intelligence, which may result in products or new solutions that are superior to our products or solutions under development.

If we are unable to anticipate or keep pace with changes in the marketplace and the direction of technological innovation and customer demands, our products or solutions may become less useful or obsolete and our operating results will suffer.

3 unchanged sentences

Our future success will depend in large part on our ability to establish and maintain a competitive position in current and future technologies.

The rapid evolution of AI and GenAI technologies requires us to expend resources to develop, test and implement solutions that utilize AI and GenAI effectively, which has and may continue to lead us to incur significant expense to maintain a competitive advantage within the industry.

Rapid technological development may render our products under development, or any future solutions we may have, and related technologies obsolete.

Many of our competitors have or may have greater corporate, financial, operational, sales and marketing resources, and more experience in research and development than we have.

We cannot assure you that our competitors will not succeed in developing or marketing technologies or products that are more effective or commercially attractive than our products or that would render our solutions and related

technologies obsolete.

We may not have or be able to raise or develop the financial resources, technical expertise, or support capabilities to compete successfully in the future.

1 unchanged sentence

Increased accessibility of free or relatively inexpensive information sources may reduce demand for our products and services.

In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and this trend is expected to continue.

In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet and use of AI, and this trend is expected to continue.

For example, some governmental and regulatory agencies have increased the amount of information they make publicly available at no cost.

13 unchanged sentences

Our proprietary software systems are critical to our business because they enable the efficient and timely service of a large number of customer orders.

Similarly, we rely on our websites, online networks, and email systems to obtain content and deliver customer orders, and provide timely, relevant and dependable business information to our customers.

Similarly, we rely on our websites, online networks, and email systems to obtain

content and deliver customer orders, and provide timely, relevant and dependable business information to our customers.

Therefore, network or system shutdowns caused by events such as computer hacking, sabotage, dissemination of computer viruses, worms and other destructive or disruptive software, denial of service attacks and other malicious activity, as well as loss of service from third parties, power outages, natural disasters and similar events, could affect our ability to store, handle and deliver data and services to our customers.

5 unchanged sentences

Disruptions or security compromises of our systems could result in large expenditures to repair or replace such systems, to remedy any security breaches and protect us from similar events in the future.

We also could be exposed to negligence claims or other legal proceedings brought by regulators, our customers or their clients, and we could incur significant legal expenses and our management’s attention may be diverted from our operations in defending ourselves

against and resolving lawsuits or claims.

In addition, if we were to suffer damage to our reputation as a result of any system failure, security compromise, or personal data breach, our revenue and profitability could be adversely affected.

12 unchanged sentences

These potential disruptions and cyber-attacks could negatively affect revenues, costs, customer demand, system availability and our reputation.

In addition, as we execute our strategy to grow through acquisitions and to pursue newer technologies that improve the efficiency of our operations, we are also expanding our information technologies, resulting in a greater technological presence and corresponding vulnerability to cybersecurity risk.

In addition, as

we execute our strategy to grow through acquisitions and to pursue newer technologies that improve the efficiency of our operations, we are also expanding our information technologies, resulting in a greater technological presence and corresponding vulnerability to cybersecurity risk.

Certain new technologies present new and significant cybersecurity safety risks that must be addressed before implementation.

20 unchanged sentences

Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts in the United States, Europe and other jurisdictions, may impose limits on our collection and use of certain kinds of information and our ability to communicate such information effectively to our customers.

It is difficult to predict in what form laws and regulations will be adopted or how they will be construed by the relevant courts, or the extent to which any changes might adversely affect us.

It is difficult to predict in what form laws and regulations

will be adopted or how they will be construed by the relevant courts, or the extent to which any changes might adversely affect us.

Our growth strategy may require significant additional resources, and such additional resources might not be available on terms acceptable to us, if at all, which may in turn hamper our growth and adversely affect our business.

7 unchanged sentences

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business may be adversely affected.

In addition, our failure to successfully manage our growth could result in our sales not increasing

commensurately with our capital investments.

In addition, our failure to successfully manage our growth could result in our sales not increasing commensurately with our capital investments.

If we are unable to successfully manage our growth, we may be unable to achieve our goals.

14 unchanged sentences

currency exchange rate fluctuations;

reliance of local management;

reliance of local

and additional potential costs of complying with rules and regulations, and potential changes to those rule and regulations, of foreign jurisdictions.

1 unchanged sentence

Unfavorable global economic conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and market price of our common stock.

Financial instability and a general decline in economic conditions in the United States and other countries caused by political instability and conflict, including the ongoing conflict between Russia and Ukraine, and economic or financial challenges caused by current and potential future bank failures or by general health crises such as the COVID-19 pandemic, have led to market disruptions, including significant volatility in commodity prices, credit and capital markets instability, including disruptions in access to bank deposits and lending commitments, supply chain interruptions, rising interest rates and global inflationary pressures.

Financial instability and a general decline in economic conditions in the United States and other countries caused by political instability and conflict, including the ongoing conflict between Russia and Ukraine, and economic or financial challenges caused by current and potential future bank failures or by general health crises, have led to market disruptions, including significant volatility in commodity prices, credit and capital markets instability, including disruptions in access to bank deposits and lending commitments, supply chain interruptions, rising interest rates and global inflationary pressures.

These macroeconomic factors could materially and adversely affect our ability to continue to operate as a going concern and could otherwise have a material adverse effect on our business, operations, operating results and financial condition as well as the price of our common stock.

The recent closures of Silicon Valley Bank, or SVB, Signature Bank and First Republic Bank have resulted in broader financial institution liquidity risk and concerns.

Although we were able to access all of the funds we had in deposit with SVB and have diversified banking services previously provided solely by SVB to alternative global banking providers, future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages.

The failure of any bank in which we deposit our funds could reduce the amount of cash we have available for our operations or delay our ability to access such funds.

15 unchanged sentences

The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price.

Secondly, an investment in us is a speculative or “risky” investment due to our lack of meaningful profits

to date and uncertainty of future profits.

As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

Secondly, an investment in us is a speculative or “risky” investment due to our lack of meaningful profits to date and uncertainty of future profits.

As a consequence of this enhanced risk, more risk-adverse investors may, under

the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future.

1 unchanged sentence

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.

In addition, our Loan and Security Agreement with Silicon Valley Bank prohibits us from paying cash dividends.

In addition, our Loan and Security Agreement with PNC Bank, National Association (“PNC”) prohibits us from paying cash dividends.

The payment of dividends on our common stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant.

If we do not pay dividends, our common stock may be less valuable because a return on your investment might only occur if the market price of our common stock appreciates.

Voting power of a significant percentage of our common stock is held by our former Executive Chairman, and his brother-in-law, who together are able to exert significant influence over the outcome of matters to be voted on by our stockholders.

As of September 13, 2024, Peter Victor Derycz, our former Executive Chairman, had voting power equal to approximately 8.3% of votes eligible to be cast at a meeting of our stockholders.

Paul Kessler, the brother-in-law of Mr.

Derycz, exercises investment and voting control over the shares held by Bristol Investment Fund, Ltd., and had, as of September 13, 2024, voting power equal to approximately 3.8% of votes eligible to be cast at a meeting of our stockholders.

As a result of their significant ownership interests, Mr.

Derycz and Mr.

Kessler together currently have the ability to exert significant influence over the election of directors, and other matters submitted to a vote of all of our stockholders.

They may also have interests that differ from yours and may vote in a manner that is adverse to your interests.

This concentration of ownership may have the effect of deterring, delaying or preventing a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

The exercise of outstanding options and warrants to purchase our common stock could substantially dilute your investment.

Under the terms of our outstanding options and warrants to purchase our common stock issued to employees and others, the holders are given an opportunity to profit from a rise in the market price of our common stock that, upon the exercise of the options and/or warrants, could result in dilution in the interests of our other stockholders.

The market price of our common stock and the value of your investment could substantially decline if our options are exercised and our common stock is issued and resold into the market, or if a perception exists that a substantial number of shares will be issued upon exercise of our warrants and option and then resold into the market.

The exercise of outstanding options to purchase our common stock could substantially dilute your investment.

Under the terms of our outstanding options to purchase our common stock issued to employees and others, the holders are given an opportunity to profit from a rise in the market price of our common stock that, upon the exercise of the options, could result in dilution in the interests of our other stockholders.

If the exercise prices of our options are lower than the price at which you made your investment, immediate dilution of the value of your investment will occur.

4 unchanged sentences

Effective internal controls are necessary for us to provide reliable financial reports to help mitigate the risk of fraud and to operate successfully as a publicly traded company.

As a public company, we are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of

2002, or Section 404.

As a public company, we are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404.

Further, Section 404 requires annual management assessments of the effectiveness of our internal controls over financial reporting.

5 unchanged sentences

Shares of our blank check preferred stock provide our board of directors’ broad authority to determine voting, dividend, conversion, and other rights.

As of June 30, 2024 we had issued and outstanding 32,295,373 shares of common stock and we had 3,826,618 shares of common stock reserved for future grants under our equity compensation plans and for issuances upon the exercise or conversion of currently outstanding options, warrants and convertible securities.

As of June 30, 2025 we had issued and outstanding 32,479,993 shares of common stock and we had 3,245,381 shares of common stock reserved for future grants under our equity

compensation plans and for issuances upon the exercise or conversion of currently outstanding options and convertible securities.

As of June 30, 2025, we had no shares of preferred stock issued and outstanding.

17 unchanged sentences

In particular, our articles of incorporation, our bylaws and Nevada law, as applicable, among other things, provide our board of directors with the ability to alter our bylaws without stockholder approval, and provide that vacancies on our board of directors may be filled by a majority of directors in office, although less than a quorum.

threshold ownership percentages, unless the acquirer obtains the approval of the issuing corporation’s stockholders.

We may become subject to Nevada’s control share acquisition laws (Nevada Revised Statutes 78.378 -78.3793), which prohibit an acquirer, under certain circumstances, from voting shares of a corporation’s stock after crossing specific threshold ownership percentages, unless the acquirer obtains the approval of the issuing corporation’s stockholders.

We are also subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Revised Statutes 78.411 -78.444) which prohibits an interested stockholder from entering into a “combination” with the corporation, unless certain conditions are met.

2 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors