What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-21 compared with 2022-03-17 · 426 added, 270 removed, 812 unchanged (46% of the section changed)

9 unchanged sentences

to store closures, reduced store-level operations, full or partial dining room closures and other restrictions on our business and operations.

During 2021, the overall adverse impact of COVID-19 on our operations was less significant than in 2020, but we continued to see negative

impacts as of the end of 2021 due to COVID-19 outbreaks and resulting government restrictions limiting mobility, difficulty in hiring

employees, availability of key ingredients and inflationary pressures across multiple parts of our business.

During 2021 and 2022, the overall adverse impact of COVID-19 on our operations was less significant than in 2020, but we continued to

see negative impacts as of the end of 2022 due to COVID-19 outbreaks and resulting government restrictions limiting mobility, difficulty

in hiring employees, availability of key ingredients and inflationary pressures across multiple parts of our business.

for our restaurants that prominently feature carryout and delivery options, the pandemic has in many cases contributed to an increase

13 unchanged sentences

of this distress, certain of our franchisees have been unable to, or in the future may be unable to, meet their financial obligations

to us as they come due, including the payment of royalties, or other amounts due to the Company.

Additionally, certain of our franchisees

have been unable to, or in the future may be unable to make payments to landlords, distributors and key suppliers, as well as payments

to service any debt they may have outstanding.

Franchisee financial distress has also led to, and may continue to lead to, permanent

store closures and delayed or reduced new franchisee development, which may further harm our results and liquidity.

to us as they come due, including the payment of royalties, or other amounts due to us.

Additionally, certain of our franchisees have

been unable to, or in the future may be unable to make payments to landlords, distributors and key suppliers, as well as payments to

service any debt they may have outstanding.

Franchisee financial distress has also led to, and may continue to lead to, permanent store

closures and delayed or reduced new franchisee development, which may further harm our results and liquidity.

are unable to fully predict the impact that COVID-19 will have on our and our franchisees’ operations going forward due to various

6 unchanged sentences

and globally.

Moreover, if conditions

related to the COVID-19 pandemic result in significant disruptions to capital and financial markets, or negatively impact our credit

ratings, our cost of borrowing, our ability to access capital on favorable terms and our overall liquidity and capital structure could

be adversely impacted.

could be materially impacted in the future if a more severe variant would arise causing disruptions far more severe than we have experienced.

In such circumstances, Sadot may be unable to perform fully on its contractual obligations, critical global supply chain and logistical

networks may be affected, and costs and working capital needs may increase.

These cost increases may not be fully recoverable or adequately

covered by insurance.

In addition, demand for certain products that Sadot produces, particularly ingredients that go into food and beverages

that support the food services channels, could be materially impacted from a prolonged COVID-19 variant outbreak or significant local

resurgences of the virus, leading to additional government-imposed lockdowns, quarantines, or other restrictions.

if conditions related to the COVID-19 pandemic result in significant disruptions to capital and financial markets, or negatively impact

our credit ratings, our cost of borrowing, our ability to access capital on favorable terms and our overall liquidity and capital structure

could be adversely impacted.

pressures across all services, equipment, commodities, labor, rent and other areas of the business may cause a negative impact on our

financial results if the Company is not able to pass these increased costs in the form of price increases to consumers or find alternative

options to reduce costs.

financial results if we are not able to pass these increased costs in the form of price increases to consumers or find alternative options

to reduce costs.

global supply chain is currently experiencing extensive inflationary pressures across most segments of the economy.

5 unchanged sentences

Without being able to pass along these increases

in costs to consumers, the Company may experience a negative impact on our margins.

in costs to consumers, we may experience a negative impact on our margins.

may need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service

10 unchanged sentences

of their investment in our Company.

require significant capital in relation to our Sadot operations, including continuing access to credit markets, to operate our current

business and fund our growth strategy.

Our working capital requirements, including margin requirements on open positions on futures exchanges,

are directly affected by the price of agricultural commodities, which may fluctuate significantly and change quickly.

Moreover, the expansion

of our business and pursuit of acquisitions or other business opportunities may require significant amounts of capital.

Access to credit

markets and pricing of our capital is dependent upon maintaining sufficient credit ratings from credit rating agencies.

Sufficient credit

ratings allow us to access cost competitive tier one commercial paper markets.

If we are unable to maintain sufficiently high credit

ratings, access to these commercial paper and other debt markets and costs of borrowings could be adversely affected.

If we are unable

to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions

in the global credit markets, it could restrict our current operations and our growth opportunities.

We manage this risk with constant

monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management

(London Interbank Offered rate) has been the subject of recent proposals for international reform, and it is anticipated LIBOR will be

discontinued or modified by June 2023.

Our variable rate debt, credit facilities, certain derivative agreements, and commercial agreements

may use LIBOR as a benchmark for establishing interest rates.

Although we do not expect that a transition from LIBOR will have a material

adverse impact on its financing costs, the Company continues to monitor developments.

we need to raise additional capital, we do not know what the terms of any such capital raising would be.

13 unchanged sentences

face intense competition in our markets, which could negatively impact our business.

Company faces significant competition in each of its businesses and has numerous competitors, who can be different depending upon each

of the business segments in which we participate.

We compete for the acquisition of inputs such as raw materials, transportation services,

and other materials and supplies, as well as for workforce and talent.

restaurant industry is intensely competitive, and we compete with many well-established food service companies on the basis of product

3 unchanged sentences

many limited-service restaurants are responding to these trends.

With few barriers to entry, our competitors include a variety

of independent local operators, in addition to well-capitalized regional, national and international restaurant chains, meal prep and

franchises, and new competitors may emerge at any time.

Furthermore, delivery aggregators and food delivery services provide consumers

with convenient access to a broad range of competing restaurant chains and food retailers, particularly in urbanized areas.

brands also competes for qualified franchisees, suitable restaurant locations and management and personnel.

Our ability to compete will

depend on the success of our plans to improve existing products, to develop and roll-out new products, to effectively respond to consumer

preferences and to manage the complexity of restaurant operations as well as the impact of our competitors’ actions.

our long-term success will depend on our ability to strengthen our customers’ digital experience through expanded mobile ordering,

delivery and social interaction.

Some of our competitors have substantially greater financial resources, higher revenues and greater

economies of scale than we do.

These advantages may allow them to implement their operational strategies more quickly or effectively

than we can or benefit from changes in technologies, which could harm our competitive position.

These competitive advantages may be exacerbated

in a difficult economy, thereby permitting our competitors to gain market share.

There can be no assurance that we will be able to successfully

respond to changing consumer preferences, including with respect to new technologies and alternative methods of delivery.

If we are unable

to maintain our competitive position, we could experience lower demand for products, downward pressure on prices, reduced margins, an

inability to take advantage of new business opportunities, a loss of market share, reduced franchisee profitability and an inability

to attract qualified franchisees in the future.

Any of these competitive factors may materially adversely affect our business, financial

condition or results of operations.

With few barriers to entry, our competitors include a variety of independent

local operators, in addition to well-capitalized regional, national and international restaurant chains, meal prep and franchises, and

new competitors may emerge at any time.

Furthermore, delivery aggregators and food delivery services provide consumers with convenient

access to a broad range of competing restaurant chains and food retailers, particularly in urbanized areas.

Each of our brands also competes

for qualified franchisees, suitable restaurant locations and management and personnel.

Our ability to compete will depend on the success

of our plans to improve existing products, to develop and roll-out new products, to effectively respond to consumer preferences and to

manage the complexity of restaurant operations as well as the impact of our competitors’ actions.

In addition, our long-term success

will depend on our ability to strengthen our customers’ digital experience through expanded mobile ordering, delivery and social

Some of our competitors have substantially greater financial resources, higher revenues and greater economies of scale than

These advantages may allow them to implement their operational strategies more quickly or effectively than we can or benefit from

changes in technologies, which could harm our competitive position.

These competitive advantages may be exacerbated in a difficult economy,

thereby permitting our competitors to gain market share.

There can be no assurance that we will be able to successfully respond to changing

consumer preferences, including with respect to new technologies and alternative methods of delivery.

If we are unable to maintain our

competitive position, we could experience lower demand for products, downward pressure on prices, reduced margins, an inability to take

advantage of new business opportunities, a loss of market share, reduced franchisee profitability and an inability to attract qualified

franchisees in the future.

Any of these competitive factors may materially adversely affect our business, financial condition or results

of operations.

in our Sadot division impacts our ability to generate and increase our gross profit as a result of the following factors:

our products is partly dependent upon industry processing capacity, which is impacted by competitor actions to bring idled capacity on-line,

build new production capacity or execute aggressive consolidation;

many of the products bought and sold by our Company are global commodities

or are derived from global commodities that are highly price competitive and, in many cases, subject to substitution;

significant changes

in exchange rates of foreign currencies versus the U.S.

dollar, particularly the currencies of major crop growing countries, could also

make goods and products of these countries more competitive than U.S.

improved yields in different crop growing regions may

reduce the reliance on origination territories in which we have a significant presence;

and continued merger and acquisition activities

resulting in further consolidations could result in greater cost competitiveness and global scale of certain players in the industry,

especially when acquirers are state-owned and/or backed by public funds and have profit and return objectives that may differ from publicly

traded enterprises.

To compete effectively, our Company focuses on safely improving efficiency in its production and distribution operations,

developing and maintaining appropriate market presence, maintaining a high level of product safety and quality, supporting socially responsible

and sustainable practices, promoting environmental responsibility, and working with customers to develop new products and tailored solutions.

are risks associated with our increasing dependence on digital commerce platforms to maintain and grow sales.

24 unchanged sentences

may adversely impact our sales and our brand reputation.

Our SuperFit Foods division relies 100% on web-based ordering through

the superfitfoods.com website.

Our SuperFit Foods division relies 100% on web-based ordering through the superfitfoods.com

are vulnerable to changes in consumer preferences and economic conditions that could harm our business, financial condition, results

6 unchanged sentences

In addition, economic downturns, wage rates, health insurance costs, third-party delivery

services and fees, supplies of key ingredients especially tuna and salmon at our Pokemoto division or chicken at our Muscle Maker Grill locations, inflation or increased food or energy costs could harm the restaurant industry in general and our locations in

Adverse changes in any of these factors could reduce consumer traffic or impose practical limits on pricing that could harm

our business, financial condition, results of operations and cash flow.

There can be no assurance that consumers will continue to regard

healthy-inspired fast food favorably or that we will be able to develop new menu items that appeal to consumer preferences.

Our business,

financial condition and results of operations depend in part on our ability to anticipate, identify and respond to changing consumer

preferences and economic conditions.

In addition, the restaurant industry is currently under heightened legal and legislative scrutiny

related to menu labeling and resulting from the perception that the practices of restaurant companies have contributed to nutritional,

caloric intake, obesity or other health concerns of their guests.

If we are unable to adapt to changes in consumer preferences and trends,

we may lose customers and our revenues may decline or our costs to produce our products could significantly increase.

growth strategy depends in part on opening new restaurants in existing and new markets and expanding our franchise system, especially

in our Pokemoto division.

We may be unsuccessful in opening new Company-operated or franchised restaurants or establishing new markets,

which could adversely affect our growth .

services and fees, supplies of key ingredients especially tuna and salmon at our Pokemoto division or chicken at our Muscle Maker Grill

locations, inflation or increased food or energy costs could harm the restaurant industry in general and our locations in particular.

Adverse changes in any of these factors could reduce consumer traffic or impose practical limits on pricing that could harm our business,

financial condition, results of operations and cash flow.

There can be no assurance that consumers will continue to regard healthy-inspired

fast food favorably or that we will be able to develop new menu items that appeal to consumer preferences.

Our business, financial condition

and results of operations depend in part on our ability to anticipate, identify and respond to changing consumer preferences and economic

In addition, the restaurant industry is currently under heightened legal and legislative scrutiny related to menu labeling

and resulting from the perception that the practices of restaurant companies have contributed to nutritional, caloric intake, obesity

or other health concerns of their guests.

If we are unable to adapt to changes in consumer preferences and trends, we may lose customers

and our revenues may decline or our costs to produce our products could significantly increase.

restaurant division growth strategy depends in part on opening new restaurants in existing and new markets and expanding our franchise

system, especially in our Pokemoto division.

We may be unsuccessful in opening new Company-operated or franchised restaurants or establishing

new markets, which could adversely affect our growth .

of the key means to achieving our growth strategy will be through opening new restaurants to seed the market and selling franchises.

4 unchanged sentences

acceptable agreements regarding the lease or purchase of locations;

or have available the financing required to acquire and operate a restaurant, including construction and opening costs, which includes

access to build-to-suit leases and equipment financing leases at favorable interest and capitalization rates;

or have available the financing required to acquire and operate a restaurant, including construction

and opening costs, which includes access to build-to-suit leases and equipment financing

leases at favorable interest and capitalization rates;

to unforeseen engineering or environmental problems with leased premises;

the impact of inclement weather, natural disasters, the continued impact of the COVID-19 pandemic and other calamities;

the impact of inclement weather, natural disasters, the continued impact of the COVID-19

pandemic and other calamities;

train and retain the skilled management and other employees necessary to meet staffing needs;

in a timely manner and for an acceptable cost, required licenses, permits and regulatory approvals and respond effectively to any

changes in local, state or federal law and regulations that adversely affect our and our franchisees’ costs or ability to open

new restaurants;

in a timely manner and for an acceptable cost, required licenses, permits and regulatory

approvals and respond effectively to any changes in local, state or federal law and regulations

that adversely affect our and our franchisees’ costs or ability to open new restaurants;

construction and equipment cost increases for new restaurants.

40 unchanged sentences

equipment, commodity and other resource availability;

economic conditions, which can affect restaurant traffic, local labor costs and prices we pay for the food products and other supplies

economic conditions, which can affect restaurant traffic, local labor costs and prices we

pay for the food products and other supplies we use;

● consumption

patterns and food preferences that may differ from region to region;

in consumer preferences and discretionary spending;

● difficulties

obtaining or maintaining adequate relationships with distributors or suppliers in new markets;

in prices for commodities, including proteins;

● inefficiency

in our labor costs as the staff gains experience;

● competition,

either from our competitors in the restaurant industry or our own restaurants;

26 unchanged sentences

new restaurant sales.

While we have not experienced negative comparable same store sales during 2021, we will continue to develop

new sales and marketing efforts including new menu strategy/evolution, new marketing initiatives designed to increase brand awareness,

new operating platforms which improve speed of service and other tactics with the goal of providing positive same store sales in future

Our ability to increase comparable restaurant sales depends in part on our ability to successfully implement these initiatives.

It is possible such initiatives will not be successful, that we will not achieve our target comparable restaurant sales growth or that

the change in comparable restaurant sales could be negative, which may cause a decrease in sales growth and ability to achieve profitability

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

marketing programs may not be successful, and our new menu items, advertising campaigns and restaurant designs or remodels may not generate

30 unchanged sentences

on our business, financial condition and results of operations.

we are currently generating a net loss, our future profitability, if any, depends in part on our ability to anticipate and react

to changes in food and supply costs, and our ability to maintain our menu depends in part on our ability to acquire ingredients that

meet specifications from reliable suppliers.

Shortages or interruptions in the availability of certain supplies caused by unanticipated

demand, problems in production or distribution, food contamination, pandemics such as the COVID 19, inclement weather, world

conflicts or other conditions could adversely affect the availability, quality and cost of our ingredients, which could harm our

Any increase in the prices of the food products most critical to our menu, such as chicken, seafood, beef, fresh produce,

dairy products, packaging and other proteins, could have a material adverse effect on our results of operations.

Although we try to manage

the impact that these fluctuations have on our operating results, we remain susceptible to increases in food and packaging costs as a

result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, inflation, demand,

food safety concerns, generalized infectious diseases, product recalls, fuel prices and other government regulations.

Therefore, material

increases in the prices of the ingredients most critical to our menu could adversely affect our operating results or cause us to consider

changes to our product delivery strategy and adjustments to our menu pricing.

we are currently generating a Net loss, our future profitability, if any, depends in part on our ability to anticipate and react to changes

in food and supply costs, and our ability to maintain our menu depends in part on our ability to acquire ingredients that meet specifications

from reliable suppliers.

Shortages or interruptions in the availability of certain supplies caused by unanticipated demand, problems

in production or distribution, food contamination, pandemics such as the COVID 19, inclement weather, world conflicts or other conditions

could adversely affect the availability, quality and cost of our ingredients, which could harm our operations.

Any increase in the prices

of the food products most critical to our menu, such as chicken, seafood, beef, fresh produce, dairy products, packaging and other proteins,

could have a material adverse effect on our results of operations.

Although we try to manage the impact that these fluctuations have

on our operating results, we remain susceptible to increases in food and packaging costs as a result of factors beyond our control, such

as general economic conditions, seasonal fluctuations, weather conditions, inflation, demand, food safety concerns, generalized infectious

diseases, product recalls, fuel prices and other government regulations.

Therefore, material increases in the prices of the ingredients

most critical to our menu could adversely affect our operating results or cause us to consider changes to our product delivery strategy

and adjustments to our menu pricing.

any of our distributors or suppliers perform inadequately, or our distribution or supply relationships are disrupted for any reason,

7 unchanged sentences

who meet our specifications in a short period of time, that could increase our expenses and cause shortages of food and other items at

our restaurants, which could cause a restaurant to remove items from its menu.

our restaurants, which could cause a restaurant to remove items from our menu.

If that were to happen, affected restaurants could experience

4 unchanged sentences

changes in food and supply costs could have a material adverse effect on our business, financial condition and results of operations.

to manage our growth effectively could harm our business and operating results.

to manage our growth in the restaurant division effectively could harm our business and operating results

growth plan includes opening a significant number of new restaurants, both franchised and Company-owned.

12 unchanged sentences

In addition, we may find that our restaurant

concept has limited appeal in new markets or we may experience a decline in the popularity of our restaurant concept in the markets in

which we operate.

Newly opened restaurants or our future markets and restaurants may not be successful or our system-wide average restaurant

revenue may not increase, which could have a material adverse effect on our business, financial condition and results of operations.

concept has limited appeal in new markets, or we may experience a decline in the popularity of our restaurant concept in the markets

in which we operate.

Newly opened restaurants or our future markets and restaurants may not be successful, or our system-wide average

restaurant revenue may not increase, which could have a material adverse effect on our business, financial condition and results of operations.

financial performance of our franchisees can negatively impact our business as we rely on an aggressive unit sales strategy.

8 unchanged sentences

on future revenues.

Our revenue model and cash flows rely heavily on initial franchise fees, ongoing 2% - 6% royalties of total net sales

and vendor rebates on total purchases and services from franchised locations.

A significant reduction in the total number of units sold

and subsequently opened would have a material adverse effect on future revenues.

Our revenue model and cash flows rely heavily on initial franchise fees, ongoing 2% to 6% royalties of total net

sales and vendor rebates on total purchases and services from franchised locations.

A significant reduction in the total number of units

sold and subsequently opened would have a material adverse effect on future revenues.

We also collect rebates from some vendors supplying

62 unchanged sentences

franchisees operating under development agreements may not be able to meet the new restaurant opening dates required under those agreements.

system-wide restaurant base is geographically concentrated in the Northeastern United States for Muscle Maker Grill and Pokemoto Restaurants

and Jacksonville, Florida for SuperFit Foods, and we could be negatively affected by conditions specific to that region.

Company-operated and franchised restaurants in the Northeastern United States represent approximately 54% of our system-wide restaurants

as of December 31, 2021.

Our Company-operated and franchised restaurants in New Jersey, New York, Connecticut and other New England states

represent approximately 41% of our system-wide restaurants as of December 31, 2021.

Adverse changes in demographic, unemployment, economic,

regulatory or weather conditions in the Northeastern United States have had, and may continue to have, material adverse effects on our

As a result of our concentration in these markets, we have been, and in the future may be, disproportionately affected

by these adverse conditions compared to other chain restaurants with a national footprint.

addition, our competitors could open additional restaurants in New Jersey, New York, Connecticut and other New England states where we

have significant concentration with 20 of our system restaurants, which could result in reduced market share for us and may adversely

impact our profitability.

our SuperFit Foods division is solely located in Jacksonville, Florida.

Adverse changes in demographic, unemployment, economic, regulatory

or weather conditions in the Jacksonville, Florida market have had, and may continue to have, material adverse effects on our business.

In addition, because all of our SuperFit Foods revenue comes solely from the Jacksonville, Florida market, we could be materially affected

by a major meal prep competitor being introduced to the market.

As a result of our concentration in this market for SuperFit Foods, we

have been, and in the future may be, disproportionately affected by these adverse conditions compared to other meal prep or companies

with a national footprint.

publicity could reduce sales at some or all of our restaurants.

67 unchanged sentences

families, our franchisees, vendors and consumers, which can include social security numbers, social insurance numbers, banking and tax

identification information, health care information, user names and passwords and credit card information and our franchisees collect

identification information, health care information, usernames and passwords and credit card information and our franchisees collect

similar information.

89 unchanged sentences

including our ability to establish and maintain brand awareness.

have registered Muscle Maker Grill®, Healthy Joe’s, Pokemoto®, SuperFit Foods and certain other names used by our restaurants

have registered Muscle Maker Grill ® , Pokemoto ® , SuperFit Foods and certain other names used by our restaurants

as trademarks or service marks with the United States Patent and Trademark Office.

The Muscle Maker Grill® trademark is also registered

in some form in one foreign country.

Our current brand campaign, “Great Food with Your Health in Mind” has also been approved

for registration with the United States Patent and Trademark Office.

In addition, the Muscle Maker Grill, Pokemoto and SuperFit Foods

logos, recipes, trade dress, packaging, website names and addresses ( www.musclemakergrill.com , www.pokemoto.com and www.superfitfoods.com )

and Facebook, Instagram, Twitter and other social media and internet accounts are our intellectual property.

The success of our business

strategy depends on our continued ability to use our existing trademarks and service marks in order to increase brand awareness and develop

our branded products.

If our efforts to protect our intellectual property are not adequate, or if any third-party misappropriates or

infringes on our intellectual property, whether in print, on the Internet or through other media, the value of our brands may be harmed,

which could have a material adverse effect on our business, including the failure of our brands and branded products to achieve and maintain

market acceptance.

There can be no assurance that all of the steps we have taken to protect our intellectual property in the United States

and in foreign countries will be adequate.

In addition, the laws of some foreign countries do not protect intellectual property rights

to the same extent as do the laws of the United States.

The Muscle Maker Grill ® trademark is

also registered in some form in one foreign country.

Our current brand campaign, “Great Food with Your Health in Mind” has

also been approved for registration with the United States Patent and Trademark Office.

We have also filed for the for the trademarks

“get in the aloha state of mind” and “meal prep and chill”, which are currently pending with the United States

Patent and Trademark Office.

In addition, the Muscle Maker Grill, Pokemoto and SuperFit Foods logos, recipes, trade dress, packaging,

website names and addresses ( www.musclemakergrill.com , www.pokemoto.com and www.superfitfoods.com ) and Facebook,

Instagram, Twitter and other social media and internet accounts are our intellectual property.

The success of our business strategy depends

on our continued ability to use our existing trademarks and service marks in order to increase brand awareness and develop our branded

If our efforts to protect our intellectual property are not adequate, or if any third-party misappropriates or infringes on

our intellectual property, whether in print, on the Internet or through other media, the value of our brands may be harmed, which could

have a material adverse effect on our business, including the failure of our brands and branded products to achieve and maintain market

There can be no assurance that all of the steps we have taken to protect our intellectual property in the United States and

in foreign countries will be adequate.

In addition, the laws of some foreign countries do not protect intellectual property rights to

the same extent as do the laws of the United States.

or our suppliers maintain the seasonings and additives for our food offerings, as well as certain standards, specifications and operating

25 unchanged sentences

Our executive officers

and significant employees have cumulative experience of more than 100 years in the food service industry.

If they were to leave us or

become incapacitated, we might suffer in our planning and execution of business strategy and operations, impacting our brand and financial

We also do not maintain any key man life insurance policies for any of our employees.

and significant employees have significant experience in the food service industry.

If they were to leave us or become incapacitated,

we might suffer in our planning and execution of business strategy and operations, impacting our brand and financial results.

do not maintain any key man life insurance policies for any of our employees.

relating to employment and labor law may adversely affect our business.

90 unchanged sentences

employee turnover rates.

Our franchisees’ ability to recruit and retain such individuals may delay the planned openings

of new restaurants or result in higher employee turnover in existing restaurants, which could increase our and our franchisees’

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

franchisees are unable to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected.

Competition for these employees could require us or our franchisees to pay higher wages, which could also result in higher labor costs.

Our franchisees’ ability to recruit and retain such individuals may delay the planned openings of new

restaurants or result in higher employee turnover in existing restaurants, which could increase our and our franchisees’ labor

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

If we or our franchisees

are unable to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected.

for these employees could require us or our franchisees to pay higher wages, which could also result in higher labor costs.

are locked into long-term and non-cancelable leases and may be unable to renew leases at the end of their terms.

27 unchanged sentences

Americans with Disabilities Act in the U.S.

and similar laws that provide protection to individuals with disabilities in the context

of employment, public accommodations and other areas.

Fair Labor Standards Act as well as a variety of similar laws, which govern matters such as minimum wages, and overtime, and

Family and Medical Leave Act as well as a variety of similar laws which provide protected leave rights to employees.

laws related to workplace health and safety, non-discrimination, non-harassment, whistleblower protections, and other terms and conditions

of employment.

and regulations in government-mandated health care benefits such as the Patient Protection and Affordable Care Act in the U.S.

and regulations relating to nutritional content, nutritional labeling, product safety, product marketing and menu labeling.

and similar laws that provide protection to individuals

with disabilities in the context of employment, public accommodations and other areas.

Fair Labor Standards Act as well as a variety of similar laws, which govern matters

such as minimum wages, and overtime, and the U.S.

Family and Medical Leave Act as well as

a variety of similar laws which provide protected leave rights to employees.

laws related to workplace health and safety, non-discrimination, non-harassment, whistleblower

protections, and other terms and conditions of employment.

and regulations in government-mandated health care benefits such as the Patient Protection

and Affordable Care Act in the U.S.

and regulations relating to nutritional content, nutritional labeling, product safety, product

marketing and menu labeling.

relating to state and local licensing.

relating to the relationship between franchisors and franchisees.

and regulations relating to health, sanitation, food, workplace safety, child labor, including laws regulating the use of certain

“hazardous equipment”, building and zoning, and fire safety and prevention.

and regulations relating to health, sanitation, food, workplace safety, child labor, including

laws regulating the use of certain “hazardous equipment”, building and zoning

and fire safety and prevention.

and regulations relating to union organizing rights and activities.

relating to information security, privacy (including the European Union’s GDPR and California’s CCPA and CPRA), cashless

payments, and consumer protection.

relating to information security, privacy (including the European Union’s GDPR and

California’s CCPA and CPRA), cashless payments and consumer protection.

relating to currency conversion or exchange.

1 unchanged sentence

laws and regulations.

● Anti-bribery

and anti-corruption laws, including the U.S.

Foreign Corrupt Practices Act and the UK Bribery Act.

Foreign Corrupt Practices Act and the UK Bribery

● Environmental

1 unchanged sentence

and state immigration laws and regulations in the U.S.

● Regulations,

health guidelines and safety protocols related to the COVID-19 pandemic.

4 unchanged sentences

the compliance costs associated with complying with new or existing legal requirements could be substantial.

Company is subject to numerous laws, regulations, and mandates globally which could adversely affect our operating results and forward

Company does business globally, connecting crops and markets in various countries, and is required to comply with laws and regulations

administered by the United States federal government as well as state, local, and non-U.S.

governmental authorities in numerous areas

accounting and income taxes, anti-corruption, anti-bribery, global trade, trade sanctions, environmental, product safety,

and handling and production of regulated substances.

Our Company might face challenges from U.S.

and foreign tax authorities regarding

the amount of taxes due including questions regarding the timing, amount of deductions, the allocation of income among various tax jurisdictions

and further risks related to changing tax laws domestically and globally.

Any failure to comply with applicable laws and regulations

or appropriately resolve these challenges could subject our Company to administrative, civil, and criminal remedies, including fines,

penalties, disgorgement, injunctions, and recalls of its products and damage to its reputation.

policies, mandates, and regulations specifically affecting the agricultural sector and related industries;

regulatory policies or matters

that affect a variety of businesses;

taxation polices;

and political instability could adversely affect our Company’s operating

production and trade flows are subject to government policies, mandates, regulations and trade agreements, including taxes, tariffs,

duties, subsidies, incentives, foreign exchange rates and import and export restrictions, including policies related to genetically

modified organisms, traceability standards, sustainable practices, product safety and labeling, renewable fuels, and low carbon fuel

These policies can influence the planting of certain crops;

the location and size of crop production;

whether unprocessed or

processed commodity products are traded;

the volume and types of imports and exports;

the availability and competitiveness of feedstocks

as raw materials;

the viability and volume of production of certain of our products;

and industry profitability.

International trade

regulations can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

of financial markets and instruments, including the Dodd-Frank Act, Consumer Protection Act, and the European Market Infrastructure Regulation,

create uncertainty and may lead to additional risks and costs, and could adversely affect our futures commission merchant business and

our agricultural commodity risk management practices.

Future government policies may adversely affect the supply of, demand for, and

prices of our products;

adversely affect our ability to deploy adequate hedging programs;

restrict our ability to do business in our

existing and target markets;

and adversely affect our revenues and operating results.

Company’s operating results could be affected by political instability and by changes in monetary, fiscal, trade, and environmental

policies, laws, regulations, and acquisition approvals, creating risks including, but not limited to:

changes in a country’s or

region’s economic or political conditions, local labor conditions and regulations, and safety and environmental regulations;

protection of intellectual property rights;

changes in the regulatory or legal environment;

restrictions on currency exchange activities;

currency exchange fluctuations;

burdensome taxes and tariffs;

enforceability of legal agreements and judgments;

adverse tax, administrative

agency or judicial outcomes;

and regulation or taxation of greenhouse gases.

International risks and uncertainties, including changing

social and economic conditions as well as terrorism, political hostilities, and war, could limit our ability to transact business in

these markets.

Our Company benefits from the free flow of agricultural and food and feed ingredient products from the U.S.

sources to markets around the world.

Increases in tariff and restrictive trade activities around the world (e.g., the U.S.-China trade

relations dispute, Iran sanctions) could negatively impact our ability to enter certain markets or the price of products may become less

competitive in those markets.

strategy involves expanding the volume and diversity of crops it merchandises and processes, expanding the global reach of our core model,

expanding our value-added product portfolio, and expanding the sustainable agriculture programs and partnerships it participates in.

Government policies including, but not limited to, antitrust and competition law, trade restrictions, food safety regulations, sustainability

requirements and traceability, can impact our ability to execute this strategy successfully.

the expansion of our operations internationally, we could be adversely affected by violations of the U.S.

Foreign Corrupt Practices Act

and similar worldwide anti-bribery and anti-kickback laws.

have expanded our operations outside the United States for both our restaurant divisions and Sadot.

Foreign Corrupt Practices

Act, and other similar anti-bribery and anti-kickback laws and regulations, generally prohibit companies and their intermediaries from

making improper payments to non-U.S.

officials for the purpose of obtaining or retaining business.

We cannot assure you that we will

be successful in preventing our franchisees or other agents from taking actions in violation of these laws or regulations.

Such violations,

or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results

of operations and cash flows.

availability and prices of the agricultural commodities and agricultural commodity products we procure, transport, store, process, and

merchandise can be affected by climate change, weather conditions, disease, government programs, competition, and various other factors

beyond our control and could adversely affect our operating results .

availability and prices of agricultural commodities are subject to wide fluctuations, including impacts from factors outside our control,

such as changes in weather conditions, climate change, rising sea levels, crop disease, plantings, government programs and policies,

competition and changes in global demand, which could adversely affect our operating results.

Our Company uses a global network of procurement,

processing, as well as robust communications between global commodity merchandiser teams, to continually assess price and basis opportunities.

Management-established limits (including a corporate wide value-at-risk metric), with robust internal reporting, help to manage risks

in pursuit of driving performance.

Additionally, we depend globally on agricultural producers to ensure an adequate supply of agricultural

supply of agricultural commodities could adversely affect our profitability by increasing the cost of raw materials and/or limiting our

ability to procure, transport, store, process, and merchandise agricultural commodities in an efficient manner.

High and volatile commodity

prices can place more pressures on short-term working capital funding.

Conversely, if supplies are abundant and crop production globally

outpaces demand for more than one or two crop cycles, price volatility is somewhat diminished.

This could result in reduced operating

results due to the lack of supply chain dislocations and reduced market spread and basis opportunities.

in technology, such as seed and crop protection, farming techniques, storage and logistics, and speed of information flow, may reduce

the significance of dislocations and arbitrage opportunities in the agricultural global markets, which may reduce the earnings potential

of agricultural merchandisers and processors.

are exposed to potential business disruption including, but not limited to, disruption of transportation services, disruption in the

supply, and other impacts resulting from acts of terrorism or war, natural disasters, pandemics, severe weather conditions, accidents,

or other planned disruptions, which could adversely affect our operating results.

operations rely on dependable and efficient transportation services the disruption of which could result in difficulties supplying materials

to our facilities and impair our ability to deliver products to our customers in a timely manner.

Certain factors which may impact the

availability of agricultural commodity raw materials are out of our control including, but not limited to, disruptions resulting from

weather, high or low river water conditions, economic conditions, manufacturing delays or disruptions at suppliers, shortage of materials,

interruption of energy supply and unavailable or poor supplier credit conditions.

are continuing to enhance and deploy additional food safety and security procedures and controls to appropriately mitigate the risks

of any adulteration of the Company’s products in the supply chain.

are exposed to the risk of natural disasters, unusual weather conditions, pandemic outbreaks, political events, war and terrorism that

could disrupt business and result in lower sales, increased operating costs and capital expenditures.

headquarters, Company-operated and franchised restaurant locations, third-party sole distributor and its facilities, as well as certain

headquarters, Company-operated and franchised restaurant locations, third-party sole distributor and our facilities, as well as certain

of our vendors and customers, are located in areas which have been and could be subject to natural disasters such as floods, blizzards,

1 unchanged sentence

Adverse weather conditions or other extreme changes in the weather, including resulting

electrical and technological failures, especially such events which occur in New Jersey, New York, Connecticut, other New England states

and Jacksonville, Florida as a result of the concentration of our restaurants, may disrupt our and our franchisees’ business and

may adversely affect our and our franchisees’ ability to obtain food and supplies and sell menu items.

Our business may be harmed

if our or our franchisees’ ability to obtain food and supplies and sell menu items is impacted by any such events, any of which

could influence customer trends and purchases and may negatively impact our and our franchisees’ revenues, properties or operations.

Such events could result in physical damage to one or more of our or our franchisees’ properties, the temporary closure of some

or all of our Company-operated restaurants, franchised restaurants and third-party distributor, the temporary lack of an adequate work

force in a market, temporary or long-term disruption in the transport of goods, delay in the delivery of goods and supplies to our Company-operated

and franchised restaurants and third-party distributor, disruption of our technology support or information systems, or fuel shortages

or dramatic increases in fuel prices, all of which would increase the cost of doing business.

These events also could have indirect consequences

such as increases in the costs of insurance if they result in significant loss of property or other insurable damage.

Any of these factors,

or any combination thereof, could adversely affect our operations.

electrical and technological failures may disrupt our and our franchisees’ business and may adversely affect our and our franchisees’

ability to obtain food and supplies and sell menu items.

Our business may be harmed if our or our franchisees’ ability to obtain

food and supplies and sell menu items is impacted by any such events, any of which could influence customer trends and purchases and

may negatively impact our and our franchisees’ revenues, properties or operations.

Such events could result in physical damage

to one or more of our or our franchisees’ properties, the temporary closure of some or all of our Company-operated restaurants,

franchised restaurants and third-party distributor, the temporary lack of an adequate work force in a market, temporary or long-term

disruption in the transport of goods, delay in the delivery of goods and supplies to our Company-operated and franchised restaurants

and third-party distributor, disruption of our technology support or information systems, or fuel shortages or dramatic increases in

fuel prices, all of which would increase the cost of doing business.

These events also could have indirect consequences such as increases

in the costs of insurance if they result in significant loss of property or other insurable damage.

Any of these factors, or any combination

thereof, could adversely affect our operations.

Some of our restaurants are located on military bases.

or disease outbreaks, such as the current novel coronavirus (COVID-19 virus) pandemic may disrupt our business, which could materially

affect our operations and results of operations.

or disease outbreaks such as the current novel coronavirus (COVID-19 virus) pandemic, have and may continue to impact customer traffic

at our restaurants, may make it more difficult to staff our restaurants and, in more severe cases, may cause a temporary inability to

obtain supplies, increase commodity costs or cause full and partial temporary closures of our affected restaurants, sometimes for prolonged

periods of time.

In the past, in response to local government requirements we have temporarily shifted to a “take-out, curbside

pickup or delivery” only operating model, temporarily suspending sit-down dining.

We and our franchisees have also implemented

temporary closures, modified hours of operation or reduced on-site staff, resulting in cancelled shifts for some of our employees.

may also materially adversely affect the timing to implement our growth plans as certain states and cities temporarily restrict business

operations and implement social distancing programs.

These changes and any additional changes may materially adversely affect our business

or results of operations particularly if these changes are in place for a significant amount of time.

In addition, our operations could

be disrupted if any of our employees or employees of our business partners were or are suspected of having COVID-19 or other illnesses

since this could require us or our business partners to quarantine some or all such employees or close and disinfect our restaurant facilities.

If a significant percentage of our workforce or the workforce of our business partners are unable to work, including because of illness

or travel or government restrictions in connection with pandemics or disease outbreaks (including the current COVID-19 pandemic), our

operations and financial condition may be negatively impacted.

We could also be adversely affected if government authorities impose additional

restrictions on public gatherings, human interactions, operations of restaurants or mandatory closures, seek voluntary closures, restrict

hours of operations or impose curfews, restrict the import or export of products or if suppliers issue mass recalls of products.

the expansion of our operations internationally, we could be adversely affected by violations of the U.S.

Foreign Corrupt Practices Act

and similar worldwide anti-bribery and anti-kickback laws.

anticipate developing franchised locations located outside the United States.

Foreign Corrupt Practices Act, and other similar

anti-bribery and anti-kickback laws and regulations, generally prohibit companies and their intermediaries from making improper payments

officials for the purpose of obtaining or retaining business.

We cannot assure you that we will be successful in preventing

our franchisees or other agents from taking actions in violation of these laws or regulations.

Such violations, or allegations of such

violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and

We currently have two open franchise locations in Kuwait and a franchise development agreement for 40 locations in Saudi

of our board of directors and our executive officers will have other business interests and obligations to other entities.

our directors nor our executive officers will be required to manage the Company as their sole and exclusive function and they may have

other business interests and may engage in other activities in addition to those relating to the Company, provided that such activities

do not compete with the business of the Company or otherwise breach their agreements with the Company.

We are dependent on our directors

and executive officers to successfully operate our Company.

Their other business interests and activities could divert time and attention

from operating our business

Company may fail to realize the benefits of or experience delays in the execution of its growth strategy, which encompasses organic and

inorganic initiatives, including those outside the U.S.

and in businesses where our Company does not currently have a large presence .

we execute our growth strategy, through both organic and inorganic growth, we may encounter risks which could result in increased costs,

decreased revenues and delayed synergies.

Growth in new geographies outside the U.S.

can expose us to volatile economic, political

and regulatory risks that may negatively impact our operations and ability to achieve our growth strategy.

Expanding businesses where

we have limited presence may expose us to risks related to the inability to identify an appropriate partner or target and favorable terms,

inability to retain/hire strategic talent or integration risks that may require significant management resources that would have otherwise

been available for ongoing growth or operational initiatives.

Acquisitions may involve unanticipated delays, costs and other problems.

Due diligence performed prior to an acquisition may not identify a material liability or issue that could impact our reputation or adversely

affect results of operations resulting in a reduction of the anticipated acquisition benefits.

Additionally, acquisitions may involve

integration risks such as:

internal control effectiveness, system integration risks, the risk of impairment charges related to goodwill

and other intangibles, ability to retain acquired employees and other unanticipated risks.

risk management strategies may not be effective.

business is affected by fluctuations in agricultural commodity cash prices and derivative prices, transportation costs, energy prices,

interest rates, foreign currency exchange rates and equity markets.

Our Company monitors position limits and counterparty risks and

engages in other strategies and controls to manage these risks.

Our Company has an established commodity merchandising governance process

that ensures proper position reporting and monitoring, limits approvals and executes training on trade compliance, commodity regulatory

reporting controls and other policies.

Our risk monitoring efforts may not be successful at detecting a significant risk exposure.

these controls and strategies are not successful in mitigating our exposure to these fluctuations, it could adversely affect our operating

capital requirements may not be sufficient to effectively support global operations.

global operations function with trained individuals necessary for the warehousing, and shipping of raw materials for products used in

other areas of manufacturing or sold as inputs or products to third-party customers.

Our Company has various methods and tactics to mitigate

potential shortfalls.

Related to Ownership of Our Common Stock and Lack of Liquidity

a smaller reporting company, we are exempt from certain disclosure requirements, which could make our Common Stock less attractive

to the potential investors.

a smaller reporting company, we are exempt from certain disclosure requirements, which could make our Common Stock less attractive to

the potential investors.

12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed

issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed

by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the

price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market

for the common equity;

the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to

as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of

the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held

by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares

included in the registration statement by the estimated public offering price of the shares;

the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues

of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

a public float of less than $250 million as of the last business day of its most recently

completed second fiscal quarter, computed by multiplying the aggregate worldwide number of

shares of its voting and non-voting common equity held by non-affiliates by the price at

which the common equity was last sold, or the average of the bid and asked prices of common

equity, in the principal market for the common equity;

the case of an initial registration statement under the Securities Act, or the Exchange Act

of 1934, as amended, which we refer to as the Exchange Act, for shares of its common equity,

had a public float of less than $250 million as of a date within 30 days of the date of the

filing of the registration statement, computed by multiplying the aggregate worldwide number

of such shares held by non-affiliates before the registration plus, in the case of a Securities

Act registration statement, the number of such shares included in the registration statement

by the estimated public offering price of the shares;

the case of an issuer whose public float as calculated under paragraph (1) or (2) of this

definition was zero, had annual revenues of less than $100 million during the most recently

completed fiscal year for which audited financial statements are available.

a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy

12 unchanged sentences

growth companies”, including but not limited to:

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

advantage of extensions of time to comply with certain new or revised financial accounting standards;

permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

exempt from the requirement to hold a non-binding advisory vote on executive compensations and stockholder approval of a golden parachute

payments not previously approved.

being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act;

advantage of extensions of time to comply with certain new or revised financial accounting

permitted to comply with reduced disclosure obligations regarding executive compensation

in our periodic reports and proxy statements;

exempt from the requirement to hold a non-binding advisory vote on executive compensations

and stockholder approval of a golden parachute payments not previously approved.

expect to take advantage of these reporting exemptions until we are no longer an emerging growth company.

31 unchanged sentences

a public company, we have incurred significant legal, accounting and other expenses that we did not incur as a private company.

the rules of the SEC and those of the NASDAQ Capital Market has imposed various requirements on public companies including requiring

establishment and maintenance of effective disclosure and financial controls.

Our management and other personnel will need to devote

a substantial amount of time to these compliance initiatives.

Moreover, these rules and regulations have increased and will continue

to increase our legal and financial compliance costs and will make some activities more time-consuming and costlier.

For example, we

expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’

liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors.

cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

the rules of the SEC and those of The NASDAQ Stock Market LLC (“NASDAQ “), NASDAQ Capital Market has imposed various requirements

on public companies including requiring establishment and maintenance of effective disclosure and financial controls.

Our management

and other personnel will need to devote a substantial amount of time to these compliance initiatives.

Moreover, these rules and regulations

have increased and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming

and costlier.

For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain

directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members

of our board of directors.

We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing

of such costs.

Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure

38 unchanged sentences

market price of our Common Stock has been highly volatile and could fluctuate widely in price in response to various potential factors,

many of which will be beyond the Company’s control, including the following:

by the Company or its competitors;

many of which will be beyond our control, including the following:

by us or our competitors;

or departures of key personnel;

Company’s ability to execute its business plan;

ability to execute our business plan;

results that fall below expectations;

3 unchanged sentences

● period-to-period

fluctuations in the Company’s financial results.

fluctuations in our financial results.

addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the

1 unchanged sentence

These market fluctuations may also materially and adversely affect the market price of

the Company’s common stock.

our common stock.

securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business,

21 unchanged sentences

a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.

have received a delisting notice form the NASDAQ Stock Market due to the closing bid price of our common stock had been below $1.00 per

share for the previous 30 consecutive business days, and that we are therefore not in compliance with the minimum bid price requirements.

Our common stock may be involuntarily delisted from the NASDAQ Capital Market if we fail to regain compliance with the minimum closing

bid price requirement of $1.00 per share.

The quantitative listing standards of The NASDAQ Stock Market, or NASDAQ, require, among other

things, that listed companies maintain a minimum closing bid price of $1.00 per share.

We failed to satisfy this threshold for 30 consecutive

trading days and on February 1, 2022, we received a letter from NASDAQ indicating that we had an initial period of 180 calendar days,

or until August 1, 2022, in which to regain compliance.

In addition, we are able to apply for a 180-day extension period if we cannot

meet the initial period.

A delisting of our common stock is likely to reduce the liquidity of our common stock and may inhibit or preclude

our ability to raise additional financing.

previously reported, on February 1, 2022, the Company received a letter from the Listing Qualifications Department (the “Staff”)

of The NASDAQ therein indicating that, based upon the closing bid price of the Company’s common stock for the prior 30 consecutive

business days, the Company was not in compliance with the requirement to the minimum bid price of $1.00 per share for continued listing

on NASDAQ as set forth in NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

Pursuant to NASDAQ Listing

Rule 5810(c)(3)(A), the Company was granted 180 calendar days, or until August 1, 2022, to regain compliance.

On August 2, 2022, the

Company received a second letter from the Staff advising that the Company had been granted an additional 180 calendar days, or to January

30, 2023, to regain compliance with the Minimum Bid Price Requirement, in accordance with NASDAQ Listing Rule 5810(c)(3)(A).

January 31, 2023, we received a letter from the Listing Qualifications Department (the “Staff”) of The NASDAQ notifying us

that, based upon our non-compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on

NASDAQ as set forth in NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) as of January 31, 2023, we would

need to request a hearing to appeal the determination.

requested a hearing before a NASDAQ Hearings Panel (the “Panel”) on February 7, 2023.

The hearing was scheduled for March

On March 2, 2023, the Company received notice from Nasdaq confirming that the Company has cured its bid price deficiency and

has fully regained compliance with the Minimum Bid Price Rule.

our shares of Common Stock become subject to the penny stock rules, it would become more difficult to trade our shares.

11 unchanged sentences

require that, before effecting any such transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make

a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s

a special written determination that the penny stock is a suitable investment for the purchaser and receive;

(i) the purchaser’s

written acknowledgment of the receipt of a risk disclosure statement;

11 unchanged sentences

our stockholders from calling a special meeting of stockholders;

advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon

by stockholders at stockholder meetings.

advance notice requirements for nominations for elections to our board of directors or for

proposing matters that can be acted upon by stockholders at stockholder meetings.

may be subject to securities litigation, which is expensive and could divert management attention.

7 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