What changed in this filing

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Item 1A. Risk Factors

2026-09-29 compared with 2025-10-14 · 128 added, 113 removed, 137 unchanged (64% of the section changed)

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business, prospects, financial condition, or results of operations could be negatively affected, and you might lose all or part of your

We are, and may continue to be, subject

to litigation including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental

These matters are often expensive and time consuming, and, if resolved adversely, could harm our business, financial condition,

and operating results.

may continue to be, subject to litigation including individual and class action lawsuits, as well as investigations and enforcement actions

by regulators and governmental authorities.

These matters are often expensive and time consuming, and, if resolved adversely, could harm

our business, financial condition, and operating results.

As discussed in “Item

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damage to our brand and reputation.

We are, and may continue to be, subject

to securities litigation, which is expensive and could divert management attention, cause harm to our reputation and result in significant

damages for which we could be responsible.

We are subject to securities class action litigation, which is expensive,

could divert our management’s attention, harm our reputation, and leave us liable for substantial damages.

For example, as discussed

Business - Recent Developments,” on December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or

entities who purchased or acquired publicly traded securities of the Company between February 2021 and November 2022, filed a putative

class action against the Company, certain of our officers and directors, and other defendants in the United States District Court for

the Eastern District of New York, alleging violations of federal securities laws related to alleged false or misleading disclosures made

by the Company in its public filings.

The plaintiff seeks unspecified damages, plus interest, costs, fees, and attorneys’ fees.

may continue to be, subject to securities litigation, which is expensive and could divert management attention, cause harm to our reputation

and result in significant damages for which we could be responsible.

We are subject to securities

class action litigation, which is expensive, could divert our management’s attention, harm our reputation, and leave us liable for

substantial damages.

For example, as discussed in “Item 1.

Business - Recent Developments,” on December 9, 2022, Piero Crivellaro,

purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities of the Company between February

2021 and November 2022, filed a putative class action against the Company, certain of our officers and directors, and other defendants

in the United States District Court for the Eastern District of New York, alleging violations of federal securities laws related to alleged

false or misleading disclosures made by the Company in its public filings.

The plaintiff seeks unspecified damages, plus interest, costs,

fees, and attorneys’ fees.

Litigation of this type could

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adverse determination in litigation could also subject us to significant liabilities.

We are responsible for the indemnification

of our officers and directors.

We are responsible

for the indemnification of our officers and directors.

Should our officers and/or

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be unable to continue operating as a going concern.

We depend on a limited number of major customers

who are able to exert a high degree of influence over us and the loss of a major customer could adversely impact on our business.

on a limited number of major customers who are able to exert a high degree of influence over us and the loss of a major customer could

adversely impact on our business.

For the years ended June

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with our major customer could materially reduce our revenues, profitability, liquidity and growth prospects.

We depend on a limited number of suppliers

who are able to exert a high degree of influence over us and the loss of our major suppliers could adversely impact on our business.

on a limited number of suppliers who are able to exert a high degree of influence over us and the loss of our major suppliers could adversely

impact on our business.

For the year ended June 30,

2025, three suppliers accounted for approximately 34.4%, 16.3%, and 10.5% of our total purchases, respectively.

2026, two suppliers accounted for approximately 28.5% and 18.2% of the total purchases, respectively.

For the year ended June 30, 2025,

30, 2024, two suppliers accounted for approximately 21.2% and 20.1% of our total purchases, respectively.

three suppliers accounted for approximately 34.4%, 16.3%, and 10.5% of our total purchases, respectively.

There can be no assurance that

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a material adverse effect on our business and results of operations.

Our growth depends in part on the success

of our relationships with third parties, including our solar partners.

depends in part on the success of our relationships with third parties.

A key component of our growth

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to generate significant additional revenue or cash flows.

We and our potential solar partners depend

on a limited number of suppliers of solar panels, and other system components to adequately meet anticipated demand for our solar panel

Any shortage, bottlenecks, delay, detentions, or component price change from these suppliers, or the acquisition of any of

these suppliers by a competitor, could result in sales and installation delays, cancellations, and loss of market share.

We and our potential solar

partners purchase solar panels, and other system components from a limited number of suppliers, making us susceptible to quality issues,

shortages, bottlenecks, and price changes.

If we or our potential solar partners fail to develop, maintain and expand our relationships

with these or other suppliers, we may be unable to adequately meet anticipated demand for our solar service offerings, or we may only

be able to offer our systems at higher costs or after delays.

If one or more of the suppliers that we or our solar partners rely upon

to meet anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to qualify alternative

products on commercially reasonable terms, and we may be unable to satisfy this demand.

The acquisition of a supplier

by one of our competitors could also limit our access to such components and require significant redesigns of our solar energy systems

or installation procedures and have a material adverse effect on our business.

The restatement of our prior financial statements

may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased

professional costs and the increased possibility of legal proceedings and regulatory inquiries.

The restatement

of our prior financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks

and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries.

As discussed in our Current

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both of which could harm our business and financial results.

We have identified material weaknesses in

our internal control over financial reporting and have determined to restate our previously issued financial statements.

If our remediation

of these material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal

control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations

could be impaired.

In addition, the presence of material weaknesses increases the risk of a material misstatement of our consolidated

financial statements.

We have fully

remediated the material weaknesses in our internal control over financial reporting.

However, if our remediation of these material weaknesses

turns out to be not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over

financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could

In addition, the presence of material weaknesses increases the risk of a material misstatement of our consolidated financial

As a public company, we are

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restatements and require our Company to incur the expense of remediation.

A material weakness is a deficiency

or combination of deficiencies in a company’s internal control over financial reporting such that there is a reasonable possibility

that a material misstatement of its consolidated financial statements would not be prevented or detected on a timely basis.

This deficiency

could result in additional misstatements to its consolidated financial statements that would be material and would not be prevented or

detected on a timely basis.

As discussed in “Item 9.A Controls and Procedures - Disclosure

Controls and Procedures,” under the supervision and with the participation of our management, we have taken measures to improve

our disclosure controls and procedures.

We cannot provide assurance

that these or other measures will fully remediate our material weaknesses in a timely manner.

If our remediation of these material weaknesses

is not effective, it may cause our Company to become subject to investigation or sanctions by the SEC.

It may also adversely affect investor

confidence in our Company and, as a result, the value of our common stock.

There can be no assurance that all existing material weaknesses

have been identified, or that additional material weaknesses will not be identified in the future.

In addition, if we are unable to continue

to meet our financial reporting obligations, we may not be able to remain listed on Nasdaq.

Our ability to maintain compliance with

Nasdaq continued listing requirements, including whether we are able to maintain the closing bid price of our common stock, could result

in the delisting of our common stock.

A material weakness is a

deficiency or combination of deficiencies in a company’s internal control over financial reporting such that there is a reasonable

possibility that a material misstatement of its consolidated financial statements would not be prevented or detected on a timely basis.

This deficiency could result in additional misstatements to its consolidated financial statements that would be material and would not

be prevented or detected on a timely basis.

As discussed in “Item

9.A Controls and Procedures - Disclosure Controls and Procedures,” under the supervision and with the participation of our management,

we have taken measures to improve our disclosure controls and procedures.

We have fully remediated

the material weaknesses in our internal control over financial reporting.

However, if our remediation of these material weaknesses turns

out to be ineffective, it may cause our Company to become subject to investigation or sanctions by the SEC.

It may also adversely affect

investor confidence in our Company and, as a result, the value of our common stock.

There can be no assurance that additional material

weaknesses will not be identified in the future.

In addition, if we are unable to continue to meet our financial reporting obligations,

we may not be able to remain listed on Nasdaq.

to maintain compliance with Nasdaq continued listing requirements, including whether we are able to maintain the closing bid price of

our common stock, could result in the delisting of our common stock.

Our common stock is currently

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To maintain this listing, we must satisfy minimum financial and other requirements.

On July 7, 2023, the Company

received a notification from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely

hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be held within twelve months of the

Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).

On October 19, 2023, the Company received a formal

notification from the Nasdaq confirming that the Company had regained compliance with Listing Rule 5620(a), and that the matter is now

On July 13, 2023, the Company

received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and audit committee

requirements under Nasdaq’s Listing Rule 5605 following the resignation of Tieliang Liu from the Company’s board of directors

and audit committee effective July 3, 2023.

Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4),

the Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’ meeting

or July 3, 2024;

or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence

compliance no later than January 2, 2024.

In response to this notice, on July 31, 2023, the Company elected Mr.

Zhongliang Xie as a Class

II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting

from the resignation of Mr.

Tieliang Liu.

The Board appointed Mr.

Xie to serve as Chair of the Audit Committee, a member of the Compensation

Committee and a member of the Nominating and Corporate Governance Committee.

On July 13, 2023, the Company

received a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum $1 bid price per share

requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance, which ended

on July 5, 2023.

However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until January

2, 2024, to regain compliance.

On January 3, 2024, the Company received a notification from Nasdaq, notifying the Company of the determination

to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share

bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

On March 12, 2024, the Company

received a formal notification from Nasdaq confirming that the Company had regained compliance with bid price requirement required for

continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

On November 19, 2025, the

Company received a staff determination notice from the Nasdaq, informing the Company that its Common Stock failed to comply with the $1

minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) for the 30 consecutive

business days prior to the date of the Notice.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with an initial

compliance period of 180 calendar days, or until May 18, 2026, to regain compliance with the minimum bid price requirement.

2026, the Company was granted an additional 180-day compliance period, or until November 16, 2026, to regain compliance with the minimum

bid price requirement.

On August 10, 2026, the Company

received a written notification from Nasdaq, indicating that the Company has regained compliance with the Rule 5550(a)(2), based on the

closing bid price of the Company’s Common Stock for the last 10 consecutive business days, from July 27, 2026 to August 7, 2026.

Accordingly, Nasdaq has determined that this matter is now closed.

There can be also no assurance

that our stock price will meet the minimum bid price requirement or we will meet other requirements for continued listing on Nasdaq.

our common stock is delisted from Nasdaq and we are unable to list our common stock on another national securities exchange, we expect

our common stock would be quoted on an over-the-counter market.

that our stock price will continue to meet the minimum bid price requirement or we will meet other requirements for continued listing

If our common stock is delisted from Nasdaq and we are unable to list our common stock on another national securities exchange,

we expect our common stock would be quoted on an over-the-counter market.

If this were to occur, we and our stockholders could face significant

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stock may decline further, and stockholders may lose some or all of their investment.

data center business is at an early stage, and we may not enter into definitive agreements or successfully develop or operate the contemplated

In August 2026, we entered

into a non-binding strategic development framework agreement with Florence Development LLC relating to an approximately 900-acre industrial

site in Florence, South Carolina, pursuant to which the parties intend to evaluate the potential development of a large-scale platform

for AI computing, hyperscale data center and high-performance computing infrastructure.

Except for certain provisions relating to exclusivity,

confidentiality, publicity, representations, expenses, term, remedies and governing law, the Framework Agreement is non-binding and does

not obligate either party to proceed with the contemplated project or enter into any definitive transaction.

We have not entered into

definitive agreements for the development or operation of the contemplated project.

The development of a large-scale

data center project would require substantial additional planning, capital and resources and would depend on numerous factors, including

satisfactory completion of due diligence, availability and adequacy of power and other utility infrastructure, access to financing, receipt

of necessary governmental and corporate approvals, negotiation and execution of definitive agreements, and our ability to obtain the personnel,

technology, equipment and other resources necessary to develop and operate the project.

We have limited experience developing or operating

large-scale data center or high-performance computing infrastructure.

Accordingly, we may encounter delays, increased costs, financing

difficulties or other challenges in pursuing this proposed business.

There can be no assurance

that we will enter into any definitive agreement relating to the contemplated project, obtain the financing, power capacity, approvals

or other resources necessary to develop it, or successfully commence or operate a data center business.

If we devote significant management

attention or financial resources to this opportunity but are unable to consummate or successfully develop the contemplated project, our

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

development of our proposed data center business may require substantial capital, and we may be unable to obtain sufficient financing

on acceptable terms or at all.

The development, construction

and operation of large-scale data center and high-performance computing infrastructure are capital intensive and may require significant

expenditures for land development, construction, power and utility infrastructure, computing and networking equipment and other facilities

and equipment.

We have not yet determined the total capital requirements for the project contemplated by the Framework Agreement, and

the actual costs of developing the project, if pursued, could be substantially greater than currently anticipated.

We may need to obtain

substantial additional debt or equity financing or financing from strategic or other third parties to fund the proposed project.

can be no assurance that such financing will be available when needed or on commercially acceptable terms, or at all.

Any equity financing

could result in substantial dilution to our existing stockholders, while debt financing could impose significant repayment obligations

and restrictive covenants.

If we are unable to obtain sufficient financing, we may be required to delay, reduce the scope of or abandon

the proposed data center project.

data center project will depend on the availability of sufficient power and other infrastructure and the receipt of necessary approvals,

any of which may delay or prevent development of the project.

Large-scale AI computing,

hyperscale data center and high-performance computing facilities require substantial and reliable supplies of electricity, as well as

adequate telecommunications, water, transportation and other infrastructure.

The Framework Agreement remains subject to, among other matters,

confirmation of utility availability and the completion of satisfactory due diligence.

We have not yet completed these conditions or established

that the contemplated site will have access to the power capacity and other infrastructure necessary to support the project at the scale

contemplated.

Development of the project may also require zoning, land-use, environmental, construction and other governmental permits

and approvals and may depend on the construction or expansion of utility and other infrastructure by third parties.

We cannot assure you

that sufficient power or other infrastructure will be available when required or on commercially reasonable terms, or that all necessary

permits and approvals will be obtained in a timely manner or at all.

Any inability to secure adequate infrastructure or required approvals

could increase our costs, materially delay or reduce the scope of the contemplated project, or prevent us from developing the project

For additional risks relating

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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