What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-08 · 689 added, 479 removed, 860 unchanged (58% of the section changed)

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operating results is limited and subject to a number of uncertainties, including our ability to plan for and model our future growth.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends

It is difficult to predict our future revenues and appropriate budget for our expenses, and we may have limited insight into trends

that may emerge and affect our business.

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● unanticipated

problems, delays and expenses relating to the development and implementation of our business plans, such as potential manufacturing

delays resulting from, among other things, difficulties finding suppliers, shipping delays resulting in late deliveries of necessary

supplies and materials, and chip shortages, or delays resulting from a need or desire to obtain additional UL, cUL or CE certifications

for new product configurations;

problems, delays and expenses relating to the development and implementation of our business

plans, such as potential manufacturing delays resulting from, among other things, difficulties

finding suppliers, shipping disruptions and delays resulting in late deliveries of necessary

supplies and materials, chip shortages, increases in expected costs due to inflationary pressures

and material shortages, or delays resulting from a need or desire to obtain additional UL,

cUL or CE certifications for new product configurations;

● operational

difficulties;

of sufficient capital;

from more advanced enterprises, including our need to gain brand awareness and attract customers, areas where our competitors may

have an advantage;

● competition

from more advanced enterprises, including our need to gain brand awareness and attract customers,

areas where our competitors may have an advantage;

revenue generation.

addition, the duration and extent of the impact of the COVID-19 pandemic on our business and industry are uncertain and introduce additional

uncertainty to our forecasts of future operating results.

If our assumptions regarding these risks and uncertainties are incorrect or

change due to changes in our industry, or if we do not address these risks successfully, our operating and financial results could differ

materially from our expectations and our business could suffer.

our assumptions regarding these risks and uncertainties are incorrect or change due to changes in our industry, or if we do not address

these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

have a history of operating losses and will likely incur losses in the future as we continue our efforts to transition our product lines,

achieve our strategic initiatives, grow our business and streamline our operations at a profitable level.

have incurred substantial losses in the past and reported net losses from operations of approximately $5.9 million and $9.4 million during

2021 and 2020, respectively.

As of December 31, 2021, we had an accumulated deficit of approximately $74.3 million and cash and cash

equivalents of approximately $10.4 million, compared to an accumulated deficit of approximately $68.4 million and cash and cash equivalents

of approximately $2.3 million as of December 31, 2020.

We completed our initial public offering in February 2022, pursuant to which we

received approximately $20.5 million in net proceeds.

have incurred substantial losses in the past and reported net losses from operations of approximately $26.6 million and $5.2 million

during 2022 and 2021, respectively.

As of December 31, 2022, we had an accumulated deficit of approximately $106.1 million.

cannot assure you that we can achieve or sustain profitability in the future.

In order for us to operate our business profitably, we

For us to operate our business profitably, we

need to successfully launch and market our new products and technologies, grow our sales, maintain cost control discipline while balancing

development of our enhanced “all-in-one”

smart platform and potential long-term revenue growth, continue our efforts to reduce

product cost, drive operating efficiencies and develop and execute our key strategic initiatives.

Our planned expense levels are, and

will continue to be, based in part on our expectations, which are difficult to forecast accurately based on our stage of development

development of our enhanced “all-in-one” Smart Sky Platform and potential long-term revenue growth, continue our efforts

to reduce product cost, drive operating efficiencies and develop and execute our key strategic initiatives.

Our planned expense levels

are, and will continue to be, based in part on our expectations, which are difficult to forecast accurately based on our stage of development

and factors outside of our control.

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goals would have an adverse impact on us.

To the extent that our revenues do not increase commensurately with our costs, our business,

To the extent that our revenues do not increase commensurate with our costs, our business,

operating results and financial condition will be materially and adversely affected.

anticipate that we may require additional financing in the near-term, and if our operations do not achieve, or we experience an unanticipated

delay in achieving, our intended level and pace of profitability, we will need additional funding, which may not be available on favorable

terms, or at all, and could require us to sell certain assets or discontinue or curtail our operations.

expect to derive substantially all of our revenue from a portfolio of related products and technologies;

if we cannot successfully launch

our products or further develop them to include additional features, or our products and technologies fail to satisfy customer demands

or achieve widespread market acceptance, our business, operating results, financial condition, and growth prospects would be adversely

expect to derive substantially all of our revenue from smart products incorporating our “plug and play”

technologies.

ability to launch our smart products and obtain market acceptance of, and grow market demand for, our products and technologies is critical

to our success.

We may not be able to launch or manufacture our products and technologies in a timely manner, within budget or in a manner

that gains market acceptance.

The failure to successfully produce an all-in-one smart platform would result in the loss of a substantial

amount of investment dollars.

In addition, developing our enhanced smart platform takes management’s time and attention away from

anticipate that we will require additional financing in the near-term, and if our operations do not achieve, or we experience an unanticipated

delay in achieving, our intended level and pace of profitability, we will continue to need additional funding, which may not be available

on favorable terms, or at all, and could require us to sell certain assets or discontinue or curtail our operations.

expect to derive much of our revenue from a portfolio of related products and technologies;

if we cannot successfully launch our products

or further develop them to include additional features, or our products and technologies fail to satisfy customer demands or achieve

widespread market acceptance, our business, operating results, financial condition, and growth prospects would be adversely affected.

expect to derive much of our revenue from smart products incorporating our “plug and play” technologies.

Our ability to launch

our smart products and obtain market acceptance of, and grow market demand for, our products and technologies is critical to our success.

We may not be able to launch or manufacture our products and technologies in a timely manner, within budget or in a manner that gains

market acceptance.

The failure to successfully produce an all-in-one Smart Sky Platform would result in the loss of a substantial amount

of investment dollars.

Furthermore, developing our enhanced Smart Sky Platform takes management’s time and attention away from

other opportunities.

A failure to successfully develop and market our smart platform could result in a material adverse impact on our

A failure to successfully develop and market our Smart Sky Platform could result in a material adverse impact on

our business.

addition, we have no experience in manufacturing our smart products.

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service and sell our products and technologies successfully.

if we are able to bring our smart products and technologies to market on our projected timeline and on budget, there can be no assurance

if we can bring our smart products and technologies to market on our projected timeline and on budget, there can be no assurance

that consumers will embrace our smart products and technologies in significant numbers.

Until the time that the smart products are commercially

available for purchase and we are able to scale up our marketing function to support sales, there will be significant uncertainty as

to customer demand for our smart products and technologies and the sales that we will be able to achieve.

Further, demand for our products

and technologies will be affected by a number of factors, many of which are beyond our control, such as our ability to obtain market

the development and acceptance of new features, integrations and capabilities for our products and technologies;

of development and release of competing new products and technologies;

Our success depends on attracting many potential customers to purchase our products and, in the future, the associated services we intend to provide to our customers.

began accepting preorders in late 2022.

Preorders are not commitments to purchase our products and are subject to cancellation by customers.

If our existing preorder and prospective customers do not perceive our products to be of sufficiently high value and quality, cost competitive

and appealing in aesthetics or performance, we may not be able to retain our current preorder customers or attract new customers, and

our business, prospects, financial condition, results of operations, and cash flows would suffer as a result.

In addition, we may incur

significantly higher and more sustained advertising and promotional expenditures than we have previously incurred to attract customers.

Until the time that the smart products are commercially available for purchase and we are able to scale up our marketing function to

support sales, there will be significant uncertainty as to customer demand for our smart products and technologies and the sales that

we will be able to achieve.

Further, demand for our products and technologies will be affected by a number of factors, many of which

are beyond our control, such as our ability to obtain market acceptance;

declines in consumer discretionary spending;

the development

and acceptance of new features, integrations and capabilities for our products and technologies;

the timing of development and release

of competing new products and technologies;

consumer preferences;

the perception of ease of use, reliability

and security of our products and technologies;

the perception of ease of use, reliability and security of our products

and technologies;

price or product changes by us or our competitors;

technological changes and developments

within the markets we serve;

technological changes and developments within the markets we serve;

developments in data privacy regulations;

growth, contraction and rapid evolution of our market;

economic conditions and trends.

and general economic conditions and

we are unable to successfully release our smart products and technologies, enhance their capabilities, meet demands of our customers

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Our ability to conduct research and development activities as planned may also be negatively

impacted by our remote work environment adopted as a result of the COVID-19 pandemic.

Moreover, research and development projects can

be technically challenging and expensive.

As a result of the nature of research and development cycles, there will be delays between

the time we incur expenses associated with research and development activities and the time we are able to offer compelling enhancements

impacted if we return to a remote work environment as a result of the COVID-19 pandemic or other factors.

Moreover, research and development

projects can be technically challenging and expensive.

As a result of the nature of research and development cycles, there will be delays

between the time we incur expenses associated with research and development activities and the time we are able to offer compelling enhancements

to our products and technologies and generate revenue, if any, from those activities.

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funds for completing development.

If we expend a significant amount of resources on research and development efforts that do not lead

If we expend a significant number of resources on research and development efforts that do not lead

to the successful introduction of new products, functionality or improvements that are competitive in our current or future markets,

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To grow our business and remain competitive, we must continue to enhance our products and

technologies with features that reflect the constantly evolving nature of technology and our customers’

evolving needs.

technologies with features that reflect the constantly evolving nature of technology and our customers’ evolving needs.

of new products, technologies, enhancements and developments depends on several factors, including, but not limited to:

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the growth of mobile devices and personal voice assistants, cloud services and artificial intelligence, the number of supporting platforms

has grown, and with it the complexity and increased need for us to have business and contractual relationships with the platform owners

in order to produce products and technologies compatible with these platforms and enable access to and use of these platforms with our

has grown, and with it the complexity and increased need for us to have business and contractual relationships with the platform owners to produce products and technologies compatible with these platforms and enable access to and use of these platforms with our

products and technologies.

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take market share from us, and the demand for our solutions, the delivery of our solutions or our market reputation could be adversely

our smart products and technologies are not compatible with some or all leading third-party internet of things (“IoT”) products

and protocols, we could be materially adversely affected.

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availability of adequate financing;

● competitive

economic and business conditions.

addition, our ability to achieve our desired revenue and profitability goals depends on how effectively and timely we execute on our

key strategic initiatives, including development of an enhanced smart platform, and develop and implement new strategic business initiatives.

key strategic initiatives, including development of an enhanced Smart Sky Platform, and develop and implement new strategic business

Our current key strategic initiatives include the following:

● successfully

launching our smart products and technologies;

and marketing our products and technologies to both industry and retail customers, such as real estate developers and individuals

who desire safer lighting fixtures and smart home capabilities;

and marketing our products and technologies to both industry and retail customers, such as

real estate developers and individuals who desire safer lighting fixtures and smart home

capabilities;

our product innovation;

our products and technologies to support IoT applications, including integrations with third-party applications;

our products and technologies to support IoT applications, including integrations with third-party

applications;

our distribution sales channels.

also may identify and pursue strategic acquisition candidates that would help support these initiatives.

also may identify and pursue strategic acquisition candidates that would help support these initiatives, including the Acquisition, which

is expected to provide us with direct distribution sales channels.

and implementing various strategic business initiatives requires us to incur additional expenses and capital expenditures and also requires

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technologies.

We have evolved our business strategy to focus on producing smart products and technologies using our “plug and play”

technologies.

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be materially adversely affected.

may need to raise additional financing to support our operations, but we cannot provide any assurance that we will be able to obtain

will need to raise additional financing to support our operations, but we cannot provide any assurance that we will be able to obtain

additional financing on terms favorable to us, or at all.

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have limited financial resources, and we expect that our evolving strategy and expansion of business activities will require additional

working capital, as we likely will not generate sufficient cash flows from our operations to sustain our operations or to allow us to

effectively develop our smart products and technologies or pursue our strategic initiatives.

We are currently generating revenue partially

from sales of our discontinued inventory.

We expect that the release of our new smart products and technologies will require working

capital to finish product development and manufacturing, and support market release and provide technical customer support upon its commercial

the future, we will likely need to seek additional equity or debt financing to provide for our working capital needs.

There can be no

assurance that we will obtain funding on acceptable terms, in a timely fashion or at all.

Obtaining additional financing contains risks,

equity financing may not be available to us on satisfactory terms, and any equity we are able to issue could lead to dilution for

current stockholders and have rights, preferences and privileges senior to our common stock;

or other debt instruments may have terms and/or conditions, such as interest rates, restrictive covenants and control or revocation

provisions, that are not acceptable to management or our board of directors;

working capital, as we anticipate we will not generate sufficient cash flows from our operations to sustain our operations or to allow

us to effectively develop our smart products and technologies or pursue our strategic initiatives.

We are currently generating revenue

partially from sales of our discontinued inventory;

we expect to have additional sources of revenues from the e-commerce platform that

will be acquired as part of the pending Acquisition.

We expect that the release of our new smart products and technologies will require

working capital to finish product development and manufacturing, and support market release and provide technical customer support upon

its commercial release.

the future, we will need to seek additional equity or debt financing to provide for our working capital needs.

There can be no assurance

that we will obtain funding on acceptable terms, in a timely fashion or at all.

Obtaining additional financing contains risks, including:

equity financing may not be available to us on satisfactory terms, and any equity we are

able to issue could lead to dilution for current stockholders and have rights, preferences

and privileges senior to our common stock;

or other debt instruments may have terms and/or conditions, such as interest rates, restrictive

covenants and control or revocation provisions, that are not acceptable to management or

our board of directors;

financing increases expenses, and we must repay the debt regardless of our operating results;

ability to obtain additional capital may be adversely impacted by factors beyond our control, such as the market demand for our securities,

the state of financial markets generally and other relevant factors, including potential worsening global economic conditions resulting

from the ongoing COVID-19 pandemic and any disruptions to, or volatility in, the credit and financial markets in the United States

and worldwide that arise from the pandemic.

of December 31, 2021, we had approximately $10.4 million in cash and cash equivalents.

As we develop our revenue base, we have raised

additional funds through the sale of our common stock and warrants and issuance of debt, including receiving approximately $20.5 million

in net proceeds from our initial public offering completed in February 2022.

We believe that our sources of liquidity and capital will

be sufficient to finance our continued operations for at least the next 12 months.

For additional information regarding our financing

arrangements, see the “Liquidity and Capital Resources”

heading in the “Management’s Discussion and Analysis”

ability to obtain additional capital may be adversely impacted by factors beyond our control,

such as the market demand for our securities, the state of financial markets generally and

other relevant factors, including potential worsening global economic conditions resulting

from increasing inflation and interest rates, ongoing supply chain disruptions and shortages,

labor shortages and geopolitical conditions, and any disruptions to, or volatility in, the

credit and financial markets in the United States and worldwide that arise from any economic

downturn or recession.

of December 31, 2022, we had approximately $6.7 million in cash and cash equivalents and $7.4 million in investments,

available-for-sale.

As we develop our revenue base, we have raised additional funds through the sale of our common stock and

warrants and issuance of debt, including receiving approximately $20.5 million in net proceeds from our initial public offering

completed in February 2022 and a private placement subordinated secured convertible promissory notes in an aggregate principal

amount of $10.35 million in February and March 2023.

We believe that our sources of liquidity and capital will be sufficient to

finance our continued operations for at least the next 12 months.

For additional information regarding our financing arrangements,

see the “Liquidity and Capital Resources” heading in the “Management’s Discussion and Analysis”

section of this Form 10-K.

In addition, a significant stockholder of the Company has provided a letter of financial support to the Company.

we fail to obtain required additional financing to sustain our business before we are able to produce levels of revenue to meet our financial

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In addition, to the extent that

we are unable to pay our obligations under our secured promissory note with Nielsen & Bainbridge, LLC (“NBG”) or the

Small Business Administration (the “SBA”), or any other outstanding secured debt, the creditor could proceed against

any or all of the collateral securing our indebtedness to it.

also have received loan proceeds under the Paycheck Protection Program (the “PPP”).

A portion of the PPP1 Loan (as defined

below) was forgiven.

While we have requested forgiveness of the PPP2 Loan (as defined below), we have not yet received a reply to our

We can provide no assurances that we will be able to obtain forgiveness of all or any portion of the PPP2 loan.

the SBA may audit our loan forgiveness applications and further examine our eligibility for forgiveness, including the facts and circumstances

existing at the time the loans were made.

We can provide no assurances that any loan forgiven will not require repayment following an

audit by the SBA.

we are unable to pay our obligations under our secured promissory notes with Nielsen & Bainbridge, LLC (“NBG”), the holders

of certain outstanding convertible promissory notes, and the U.S.

Small Business Administration (the “SBA”), or any other

outstanding secured debt, the creditor could proceed against any or all of the collateral securing our indebtedness to it.

also have received loan proceeds under the Paycheck Protection Program (the “PPP”), a substantial portion of which has been

The SBA may audit our loan forgiveness applications and further examine our eligibility for forgiveness, including the facts

and circumstances existing at the time the loans were made.

We can provide no assurances that any loan forgiven will not require repayment

following an audit by the SBA.

success of our business depends on the market acceptance of products with our proprietary technology and our ability to respond to rapidly

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our business, prospects, financial condition, and results of operations.

face various risks related to public health issues, including epidemics, pandemics and other outbreaks, such as the ongoing COVID-19

The effects and potential effects of the COVID-19 pandemic, including, but not limited to, its impact on general economic conditions,

trade and financing markets, changes in customer behavior and continuity in business operations, creates significant uncertainty.

addition, the COVID-19 pandemic may cause an increase in costs resulting from our efforts to mitigate the effects of COVID-19, delays

in our schedule to develop and release products of our smart products and technologies and disruptions to our supply chain and difficulties

in procuring required components or manufacturing capability, among other negative effects.

pandemic has resulted in government authorities implementing many measures to contain the spread of COVID-19, including travel bans and

restrictions, quarantines, shelter-in-place and stay-at-home orders, and business shutdowns.

While many of these measures have been relaxed

or lifted in the U.S., they may be reinstituted if conditions deteriorate, which could adversely affect our product development and launch

For instance, we temporarily closed our offices and had personnel work remotely to the extent possible and may be required to

do so again in the future, which could cause further delay in the development and/or release of our smart products and technologies.

In addition, employees and contractors working remotely may not have the resources available to enable them to maintain the same level

of productivity and efficiency, and increased reliance on remote access to our information systems increases our exposure to potential

cybersecurity threats.

Further, our sales and marketing activities have been, and may continue to be, adversely affected by the inability

to conduct in-person sales activities, meetings, events and conferences, which has, and may in the future, negatively impacted our financial

If our workforce is unable to work effectively, including due to illness, quarantines, government actions or other restrictions

in connection with COVID-19, our operations will be adversely affected.

extent to which the COVID-19 pandemic may affect our business will depend on continued developments, including the duration of the pandemic

and the extent of any resurgences in cases across the United States, the timing and availability of effective medical treatments and

vaccines, the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are uncertain

and cannot be predicted.

Even if the COVID-19 pandemic subsides, we may continue to suffer an adverse impact on our business due to the

global economic effect of the pandemic, including any economic recession that has occurred or may occur in the future.

Additionally,

many of the risk factors disclosed in this Form 10-K have been, and we anticipate will continue to be further, heightened or exacerbated

by the impact of the COVID-19 pandemic.

face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, such as the lingering effects

of the COVID-19 pandemic.

The effects and potential effects of the COVID-19 pandemic, including, but not limited to, its impact on general

economic conditions, trade and financing markets, changes in customer behavior and continuity in business operations, creates significant

In addition, the COVID-19 pandemic may cause an increase in costs resulting from our efforts to mitigate the effects The

extent to which the COVID-19 pandemic may continue to affect our business will depend on continued developments, including the duration

of the pandemic and the extent of any further resurgences in cases across the United States or shutdowns of manufacturing facilities

in China, the emergence of new variants, some of which have been, and may be in the future, more transmissible or virulent than the initial

strain, the timing, availability and acceptance of effective medical treatments and vaccines, the impact on capital and financial markets

and the related impact on consumer confidence and spending, all of which are uncertain and cannot be predicted.

Even if the COVID-19

pandemic subsides, we may continue to suffer an adverse impact on our business due to the global economic effect of the pandemic, including

any economic recession that has occurred or may occur in the future.

Additionally, many of the risk factors disclosed in this Form 10-K

have been, and we anticipate will continue to be further, heightened or exacerbated by the impact of the COVID-19 pandemic.

operate in a highly competitive industry, and if we are unable to compete successfully, our business may be adversely affected.

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features or markets for the home and office worldwide.

In order to remain competitive, we need to invest in research and development

To remain competitive, we need to invest in research and development

and marketing.

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engineering, manufacturing, sales, and marketing capabilities.

Competitors’

products and technologies may be more effective, more

Competitors’ products and technologies may be more effective, more

effectively marketed or sold or have lower prices or superior performance features than our products and technologies.

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focus their substantial resources on developing competing products and technologies that may be potentially more attractive to customers

than our products and technologies or offer competitive products and technologies at reduced prices in order to improve their competitive

than our products and technologies or offer competitive products and technologies at reduced prices to improve their competitive

We may also face competition from other products with existing technologies and from other smart home devices, and consumers

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Any of these competitive factors could make it more difficult for us to attract and retain customers, require us to lower

our prices in order to remain competitive or reduce our revenue and profitability, any of which could have a material adverse effect

our prices to remain competitive or reduce our revenue and profitability, any of which could have a material adverse effect

on our results of operations and financial condition.

We may not have available sufficient financial or other resources to continue to

make investments necessary to maintain our competitive position.

make the investments necessary to maintain our competitive position.

depend on third parties to provide integrated circuit chip sets and other critical components for use in our products.

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electronics and mobile phone markets have experienced chronic shortages of components during periods of exceptionally high demand.

has also negatively impacted the availability of certain electronic components.

While we experienced shortages in obtaining necessary

integrated circuit chips to be used in our products, we have been able to find additional suppliers for such components and believe we

have obtained a sufficient number to manufacture our products by the anticipated launch date.

Going forward, we believe we can obtain

more chips as needed within a reasonable time period and may be able to replace difficult to acquire components with different products

or modify our design if necessary.

If we do not properly anticipate the need for or procure critical components, we may pay higher prices

for those components, our gross margins may decrease and we may be unable to meet the demands of our customers, which could reduce our

competitiveness, cause a decline in our market share and have a material adverse effect on our results of operations.

and geopolitical conditions have also negatively impacted the availability of certain electronic components.

While we experienced shortages

in obtaining necessary integrated circuit chips to be used in our products, we have been able to find additional suppliers for such components

and we believe we have obtained enough to manufacture our products by the anticipated launch date.

Going forward, we believe

we can obtain more chips as needed within a reasonable time and may be able to replace difficult to acquire components with different

products or modify our design if necessary.

If we do not properly anticipate the need for or procure critical components, we may pay

higher prices for those components, our gross margins may decrease and we may be unable to meet the demands of our customers, which could

reduce our competitiveness, cause a decline in our market share and have a material adverse effect on our results of operations.

rely on a limited number of third-party manufacturers to produce our products.

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In addition, our results of operations, financial condition and cash flows could be materially adversely affected if our

third-party manufacturers were to experience problems with product quality, credit or liquidity issues, or disruptions or delays in their

manufacturing process or delivery of the finished products and components or the raw materials used to make such products and components.

third-party manufacturers were to experience problems with product quality, credit or liquidity issues, labor or materials shortages,

or disruptions or delays in their manufacturing process or delivery of the finished products and components or the raw materials used

to make such products and components.

For instance, outbreaks of COVID-19 in China have led to manufacturing lockdowns and slowdowns

in the past and may continue to do so going forward, which may impact us.

may also need to hire and train a significant number of employees to engage in full-scale commercial manufacturing operations.

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during the years ended December

31, 2021 and 2020, we had two major vendors that accounted for approximately 95% of cost of sales.

For additional information regarding

our suppliers, see “Business –

Third-Party Manufacturing and Suppliers.”

In addition, lead times for materials and

components may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at

a given time.

If we are unable to successfully implement cost reduction measures, if these efforts do not generate the level of cost

savings that we expect going forward or result in higher than expected costs, or if we fail to order sufficient quantities of components

in a timely manner, our business, financial condition, results of operations or cash flows could be materially adversely affected.

third-party manufacturers are located in China, which exposes us to additional risks.

third-party manufacturers are located in China, which exposes us to additional risks that could negatively impact our business and operations.

31, 2022 and 2021, we had two major vendors that accounted for 100% of cost of sales.

For additional information regarding our suppliers,

Business – Third-Party Manufacturing and Suppliers.” In addition, lead times for materials and components

may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time.

If we are unable to successfully implement cost reduction measures, if these efforts do not generate the level of cost savings that we

expect going forward or result in higher-than-expected costs, or if we fail to order sufficient quantities of components in a timely

manner, our business, financial condition, results of operations or cash flows could be materially adversely affected.

third-party manufacturers and many of our suppliers are located in China, which exposes us to additional risks.

third-party manufacturers are in China, which exposes us to additional risks that could negatively impact our business and operations.

We are subject to risks associated with shipping products across borders, including shipping delays, customs duties, export quotas and

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For example, the continued impact

of the COVID-19 pandemic and related quarantines and work and travel restrictions in could disrupt product and impair our ability to

manufacture and launch our products and technologies on our anticipated timelines.

of the COVID-19 pandemic and related quarantines and work and travel restrictions in China have led to manufacturing lockdowns and slowdowns

and could disrupt production and impair our ability to manufacture and launch our products and technologies on our anticipated timelines.

goods that we import are sourced from third-party suppliers in China.

Our ability to successfully import such materials may be adversely

affected by changes in U.S.

For example, in December 2021, the U.S.

Congress passed the Uyghur Forced Labor Prevention Act (“UFLPA”),

which imposed a presumptive ban on the import of goods to the U.S.

that are made, wholly or in part, in the Xinjiang Uyghur Autonomous

Region of China (“XUAR”) or by persons that participate in certain programs in XUAR that entail the use of forced labor.

Customs and Border Protection (“CBP”) has published both a list of entities that are known to utilize forced labor,

and a list of commodities that are most at risk, such as cotton, tomatoes and silica-based products.

Although none of our Chinese suppliers

are in the XUAR, we do not currently have full visibility to the entirety of each supplier’s separate supply chains to

be able to ensure that the raw materials or other inputs they use to manufacture their goods are not produced in XUAR.

of the UFLPA, products and materials we import into the U.S.

could be held by the CBP based on a suspicion that inputs used in such materials

originated from the XUAR or that they may have been produced by Chinese suppliers accused of participating in forced labor, pending our

providing satisfactory evidence to the contrary.

Among other consequences, such an outcome could result in negative publicity that harms

our brand and reputation and could result in a delay or complete inability to import such materials, which could result in inventory

shortages and greater supply chain compliance costs.

risks may include, but are not limited to, the potential impact of fluctuations in foreign currency exchange rates, the increased global

focus on environmental and social issues and China’s potential adoption of more stringent standards in these areas, other rules

and regulations adopted by the Chinese government or provincial or local governments, and the potential impact of global market and economic

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part of our business strategy.

We may not complete these transactions in a timely manner, on a cost-effective basis, or at all, and if

such transactions are completed, we may not realize the expected benefits.

If we are successful in completing an acquisition, the products

and technologies that are acquired may not be successful or may require significantly greater resources and investments than originally

We may not be able to integrate acquisitions successfully into our existing business and could incur or assume significant

debt and unknown or contingent liabilities.

In addition, we may experience diversion of our management’s attention from our existing

business and initiatives in pursuing such a strategic transaction and could also experience negative effects on our reported results

of operations from acquisition or disposition-related charges, amortization of expenses related to intangibles and charges for impairment

of long-term assets.

addition, if we undertake acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses

and acquire intangible assets that could result in significant future amortization expense.

Moreover, we may not be able to locate suitable

acquisition opportunities, and this inability could impair our ability to grow or obtain access to technologies or products that may

be important to the development of our business.

Any of the foregoing may materially harm our business, financial condition, results

of operations, stock price and prospects.

For instance, in February 2023, we entered into the Stock Purchase Agreement to acquire Belami.

not complete these transactions in a timely manner, on a cost-effective basis, or at all, and if such transactions are completed, we

may not realize the expected benefits.

If we are successful in completing an acquisition, the products and technologies that are acquired

may not be successful or may require significantly greater resources and investments than originally anticipated.

We may not be able

to integrate acquisitions successfully into our existing business and could incur or assume significant debt and unknown or contingent

for example, we agreed to assume Belami’s loan agreement with PNC Bank, National Association, consisting of a $2.0

million unused revolving line of credit and a term loan of approximately $2.5 million.

In addition, we may experience diversion of our

management’s attention from our existing business and initiatives in pursuing such a strategic transaction and could also experience

negative effects on our reported results of operations from acquisition or disposition-related charges, amortization of expenses related

to intangibles and charges for impairment of long-term assets.

addition, if we undertake acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time

expenses and acquire intangible assets that could result in significant future amortization expense;

for instance, in February and

March 2023, we entered into the Private Placements, pursuant to which we issued convertible notes and warrants, and we agreed to

issue common stock as consideration for the Acquisition.

Moreover, we may not be able to locate suitable acquisition opportunities,

and this inability could impair our ability to grow or obtain access to technologies or products that may be important to the

development of our business.

We may also be subject to transaction-related litigation in connection with proposed acquisitions.

of the foregoing may materially harm our business, financial condition, results of operations, stock price and prospects.

cannot provide any assurance that the Acquisition will successfully be completed or, if completed, that we will be able to realize the

expected benefits of the Acquisition.

can be no assurance that the proposed Acquisition of Belami will occur.

Consummation of the Acquisition is subject to certain customary

conditions, and there can be no assurance that the conditions to closing will be satisfied at all or satisfied on the proposed terms

and schedules as contemplated by the parties.

Satisfaction of the closing conditions may delay the consummation of the Acquisition, and

if certain closing conditions are not satisfied prior to the end date specified in the Stock Purchase Agreement, the parties will not

be obligated to complete the Acquisition.

If the Acquisition is not completed

for any reason, we will have incurred substantial expenses.

We have incurred substantial legal and accounting fees that are payable by

us whether the Acquisition is completed, and our management has devoted considerable time and effort in connection with the pending

In particular, the Stock Purchase Agreement contains specified termination rights for each of the parties;

among other things,

the Company is obligated to pay the Sellers a $1.0 million termination fee if the Stock Purchase Agreement is terminated under certain

circumstances.

A failed acquisition could materially adversely affect our business, operating results or financial condition.

the trading price of our securities could be adversely affected to the extent that the current price reflects an assumption that the

Acquisition will be completed.

addition, our success following the announcement of the Acquisition depends in part upon our and Belami’s ability to maintain our

respective business relationships.

Uncertainty about the effect of the Acquisition on customers, suppliers, employees, and other constituencies

may have a material adverse effect on us and Belami.

In connection with the pendency of the Acquisition, some persons with whom we have

a business relationship may delay business decisions or decide to seek to terminate or modify their relationships with us or Belami,

which could negatively affect our revenues, earnings and cash flows, as well as the market price of our common stock, regardless of whether

the Acquisition is completed.

Such risks may be exacerbated by delays or other adverse developments with respect to the completion of

the Acquisition.

the Acquisition is successfully completed, we may not realize the expected benefits of the Acquisition.

We and Belami have operated and,

until completion of the Acquisition, will continue to operate, independently, and there can be no assurances that our businesses can

be combined in a manner that allows for the achievement of substantial benefits.

Any integration process may require significant time

and resources, and we may not be able to manage the process successfully as our ability to acquire and integrate larger or more complex

companies, products or technologies in a successful manner is unproven.

If we are not able to successfully integrate Belami’s businesses

with ours or pursue our customer and product strategy successfully, the anticipated benefits of the Acquisition may not be realized fully

or may take longer than expected to be realized.

Further, it is possible that there could be a loss of our and/or Belami’s key

employees and customers, disruption of either company’s or both companies’ ongoing businesses or unexpected issues, higher

than expected costs and an overall post-completion process that takes longer than originally anticipated.

Specifically, the following

issues, among others, must be addressed in combining Belami’s operations with ours to realize the anticipated benefits

of the Acquisition so the combined company performs as the parties hope:

the companies’ corporate functions;

Belami’s business with our business in a manner that permits us to achieve the synergies

anticipated to result from the Acquisition, the failure of which would result in the anticipated

benefits of the Acquisition not being realized in the timeframe currently anticipated or

● maintaining

existing agreements with customers, distributors, providers, talent, and vendors and avoiding

delays in entering into new agreements with prospective customers, distributors, providers,

talent and vendors;

● determining

whether and how to address possible differences in corporate cultures and management philosophies;

● integrating

the companies’ administrative and information technology infrastructure;

and forecasting the financial impact of the Acquisition transaction, including accounting

addition, at times, the attention of certain members of our management and resources may be focused on completion of the Acquisition

and integration planning of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt our

ongoing business and the business of the combined company.

may incur significant, non-recurring costs in connection with the Acquisition and integrating the operations of the Company and Belami,

including costs to maintain employee morale and to retain key employees.

Management cannot ensure that the elimination of duplicative

costs or the realization of other efficiencies will offset the transaction and integration costs in the long term or at all.

Belami may have liabilities that were not discovered during our due diligence investigations.

Any such liabilities, individually or in

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

may depend upon a limited number of customers in any given period to generate a substantial portion of our revenue.

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As a result, we may experience more customer concentration in any given future

At both December 31, 2021 and 2020, one customer accounted for 100% of our accounts receivable.

The loss of, or substantial reduction

in sales to, any of our significant customers could have a material adverse effect on our results of operations in any given future period.

The loss of, or substantial reduction in sales to, any of our significant customers could have a material adverse effect on our

results of operations in any given future period.

business may become substantially dependent on contracts that are awarded through competitive bidding processes.

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Competition for, and negotiation and award of, contracts present varied risks, including, but not limited to:

of substantial time and resources by management for the preparation of bids and proposals with no assurance that a contract will

be awarded to us;

requirement to certify as to compliance with numerous laws (for example, socio-economic, small business and domestic preference)

for which a false or incorrect certification can lead to civil and criminal penalties;

of substantial time and resources by management for the preparation of bids and proposals

with no assurance that a contract will be awarded to us;

requirement to certify as to compliance with numerous laws (for example, socio-economic,

small business and domestic preference) for which a false or incorrect certification can

lead to civil and criminal penalties;

need to estimate accurately the resources and cost structure required to service a contract;

expenses and delays that we might suffer if our competitors protest a contract awarded to us, including the potential that the contract

may be terminated and a new bid competition may be conducted.

expenses and delays that we might suffer if our competitors protest a contract awarded to

us, including the potential that the contract may be terminated and a new bid competition

may be conducted.

we are unable to win contracts awarded through the competitive bidding process, we may not be able to operate in the market for products

and services that are provided under those contracts for a number of years.

and services that are provided under those contracts for several years.

If we are unable to consistently win new contract awards

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would adversely affect our results of operations.

growth and profitability of our business will depend on sales to industries that are subject to cyclical downturns.

Slowdowns in these

industries may adversely affect our sales, which in turn would adversely affect our revenues and results of operations.

growth and profitability of our business will depend on sales to industries that are subject to cyclical downturns, such as the construction

and housing industries.

Slowdowns in these industries may adversely affect our sales, which in turn would adversely affect our revenues

and results of operations.

inability to protect our intellectual property, or our involvement in damaging and disruptive intellectual property litigation, could

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rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

own United States and international patents and patent applications for some of our products, systems, business methods and technologies.

We offer no assurance about the degree of protection which existing or future patents may afford us.

Likewise, we offer no assurance

that our patent applications will result in issued patents, that our patents will be upheld if challenged, that competitors will not

develop similar or superior business methods or products outside the protection of our patents, that competitors will not infringe our

patents, or that we will have adequate resources to enforce our patents.

Effective protection of our United States patents may be unavailable

or limited in jurisdictions outside the United States, as the intellectual property laws of foreign countries sometimes offer less protection

or have onerous filing requirements.

In addition, because some patent applications are maintained in secrecy for a period of time, we

could adopt a technology without knowledge of a pending patent application, and such technology could infringe a third party’s

of our products, systems, business methods and technologies are covered by United States and international patents and patent applications.

At this time, we do not own all of the intellectual property and proprietary information used in our products and technologies, and we

do not have any contracts or agreements pending to acquire such intellectual property and proprietary information.

If our relationship

with the owner of the intellectual property and proprietary knowledge we use is impaired or we otherwise lose our ability to incorporate

such intellectual property and proprietary knowledge in our products and technologies, our ability to manufacture and sell our products

and technologies would be materially adversely affected.

We offer no assurance about the degree of protection which existing or future

patents may afford us.

Likewise, we offer no assurance that our patent applications will result in issued patents, that our patents will

be upheld if challenged, that competitors will not develop similar or superior business methods or products outside the protection of

our patents, that competitors will not infringe our patents, or that we will have adequate resources to enforce our patents.

protection of our United States patents may be unavailable or limited in jurisdictions outside the United States, as the intellectual

property laws of foreign countries sometimes offer less protection or have onerous filing requirements.

In addition, because some patent

applications are maintained in secrecy for a period of time, we could adopt a technology without knowledge of a pending patent application,

and such technology could infringe a third party’s patent.

also rely on unpatented proprietary technology.

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rely on our trademarks, trade names, and brand names to distinguish us and our products and services from our competitors.

trademarks may conflict with trademarks of other companies.

Failure to obtain trademark registrations could limit our ability to protect

our trademarks and impede our sales and marketing efforts.

Further, competitors may infringe our trademarks, and we may not have adequate

resources to enforce our trademarks.

our trademarks may conflict with the trademarks of other companies.

Failure to obtain trademark registrations could limit our

ability to protect our trademarks and impede our sales and marketing efforts.

Further, competitors may infringe on our trademarks, and

we may not have adequate resources to enforce our trademarks.

addition, third parties may bring infringement and other claims that could be time-consuming and expensive to defend.

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property would likely come from other businesses, governments may also challenge intellectual property protections.

To the extent our

intellectual property is successfully challenged, invalidated or circumvented, or to the extent it does not allow us to compete effectively,

To the extent intellectual

property we rely upon is successfully challenged, invalidated or circumvented, or to the extent it does not allow us to compete effectively,

our business will suffer.

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currently have two U.S.

and global agreements with GE, whereby we may use the GE brand logo on some of our products and GE’s licensing

team may license some of our products to both U.S.

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negatively impact our manufacturing capabilities, as our products are produced by third-party manufacturers,

mainly in the People’s Republic of China, under the strict guidance of GE, and the loss of GE’s supervision might adversely

affect our relationship with the third-party manufacturers and/or require us to increase our quality control staff in China to assume

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While we have received a variety of safety certifications on our

products, including UL, United Laboratories for Canada (cUL), Conformité

Européenne (CE) and International Electrotechnical

products, including UL, United Laboratories for Canada (cUL), Conformité Européenne (CE) and International Electrotechnical

Commission for Electrical Equipment (IECEE) Certification Body (CB) scheme, we may need or desire to obtain additional certifications

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may be subject to legal claims against us or claims by us that could have a significant impact on our resulting financial performance.

any given time, we may be subject to litigation or claims related to our products, intellectual property, customers, employees, stockholders,

distributors and sales of our assets, among other things, the disposition of which may have an adverse effect upon our business, financial

condition or results of operations.

any given time, we may be subject to litigation or claims related to our products and technologies, intellectual property, customers,

employees, stockholders, distributors and sales of our assets, among other things, the disposition of which may have an adverse effect

upon our business, financial condition or results of operations.

The outcome of litigation is difficult to assess or quantify.

Lawsuits can result in the payment

of substantial damages by defendants.

If we are required to pay substantial damages and expenses as a result of these or other types

of lawsuits, our business and results of operations would be adversely affected.

Regardless of whether any claims against us are valid

or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations.

We may not have adequate

resources in the event of a successful claim against us, and insurance may not be available in sufficient amounts or at all to cover

any liabilities with respect to these or other matters.

A judgment or other liability in excess of our insurance coverage for any claims

could adversely affect our business and the results of our operations.

can result in the payment of substantial damages by defendants.

If we are required to pay substantial damages and expenses as a result

of these or other types of lawsuits, our business and results of operations would be adversely affected.

Regardless of whether any claims

against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations.

We may not have adequate resources in the event of a successful claim against us, and insurance may not be available in sufficient amounts

or at all to cover any liabilities with respect to these or other matters.

A judgment or other liability in excess of our insurance coverage

for any claims could adversely affect our business and the results of our operations.

have limited product distribution experience and we expect to rely on third parties, who may not successfully sell our products and technologies.

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insufficient sales efforts to our products and technologies.

We are also subject to the risks of distributor and resellers encountering

We are also subject to the risks of distributors and resellers encountering

financial difficulties, which could impede their effectiveness and also expose us to financial risk, for example, if they are unable

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for download.

We will also depend on these third-party marketplaces to enable us and our users to timely update our mobile application,

We will also depend on these third-party marketplaces to enable us and our users to update our mobile application timely,

and to incorporate new features, integrations and capabilities.

We will be subject to requirements imposed by marketplaces such as Apple

and Google, which may change their technical requirements or policies in a manner that adversely impacts the way in which we or third

parties collect, use and share data from users through our mobile application.

If we do not comply with these requirements, we could

lose access to the mobile application marketplace and users, and our business, results of operations, and financial condition may be

We will be subject to requirements imposed by such marketplaces, which

may change their technical requirements or policies in a manner that adversely impacts the way in which we or third parties collect,

use and share data from users through our mobile application.

If we do not comply with these requirements, we could lose access to the

mobile application marketplace and users, and our business, results of operations, and financial condition may be harmed.

addition, Apple, and Google, among others, for competitive or other reasons, could stop allowing or supporting access to our mobile application

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For instance, we may seek certification of our products from UL, United

Laboratories for Canada (cUL) and Conformité

Européenne (CE).

Laboratories for Canada (cUL) and Conformité Européenne (CE).

Although we believe that our broad knowledge and experience

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and results of operations.

to tax laws or exposure to additional tax liabilities may have a negative impact on our operating results.

developments in U.S.

tax reform and changes to tax laws and rates in other jurisdictions where we may do business could adversely affect

our results of operations and cash flows.

It is also possible that provisions of U.S.

tax reform could be subsequently amended in a way

that is adverse to the Company.

addition, we may undergo tax audits in the jurisdictions in which we operate.

Although we believe that our income tax provisions and

accruals are reasonable and in accordance with generally accepted accounting principles in the United States (“GAAP”), and

that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits and

any related litigation could be materially different from our historical income tax provisions and accruals.

The results of any tax audit

or litigation could materially affect our operating results and cash flows in the periods for which that determination is made.

future period net income may be adversely impacted by litigation costs, settlements, penalties and interest assessments.

on August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law.

Among other things, the IRA includes a new

corporate alternative minimum tax of 15% for certain large companies and a 1% excise tax on corporate stock repurchases applicable to

repurchases after December 31, 2022.

We are in the process of evaluating the potential impacts of the IRA.

While we do not currently

expect the IRA to have a material impact on our effective tax rate, our analysis is ongoing and incomplete, and it is possible that the

IRA could have a material adverse effect on our tax liability.

state and local tax authorities may assert that the Company has a nexus with such states or localities and may seek to impose state

and local income taxes on its income allocated to such state and localities .

is a risk that certain state tax authorities where the Company does not currently file a state income tax return could assert that the

Company is liable for state and local income taxes based upon income or gross receipts allocable to such states or localities.

and localities are becoming increasingly aggressive in asserting nexus for state and local income tax purposes.

The Company could be

subject to additional state and local income taxation, including penalties and interest attributable to prior periods, if a state or

local tax authority in a state or locality where the Company does not currently file an income tax return successfully asserts that the

Company’s activities give rise to nexus for state income tax purposes.

Such tax assessments, penalties and interest may adversely

affect the Company’s cash tax liabilities, results of operations and financial condition.

authorities may successfully assert that the Company should have collected or in the future should collect sales and use or similar taxes

for its services, which could adversely affect the Company’s results of operations.

taxing authorities may assert that the Company had an economic nexus with their state and were required to collect sales and use or similar

taxes with respect to past or future products and technologies that the Company has sold or will sell, which could result in tax assessments,

penalties, and interest.

The assertion of such taxes against the Company for past sales, or any requirement that the Company collect sales

taxes on future sales, could have a material adverse effect on its business, cash tax liabilities, results of operations and financial

ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

have significant U.S.

net operating loss (“NOL”) and tax credit carryforwards.

Under Section 382 and Section 383 of the Internal

Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,”

the corporation’s

Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” the corporation’s

ability to use its pre-change NOLs and certain other tax attributes to offset its post-change income may be limited.

In general, an “ownership

change”

will occur if there is a cumulative change in our ownership by “five percent stockholders”

that exceeds 50

In general, an “ownership

change” will occur if there is a cumulative change in our ownership by “five percent stockholders” that exceeds 50

percentage points over a rolling three-year period.

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and ownership changes that may occur in the future.

the Tax Cuts and Jobs Act of 2017 (the “TCJA”), as amended by the Coronavirus Aid, Relief, and Economic Security Act (“CARES

Act”), NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of

the Tax Cuts and Jobs Act of 2017 (the “TCJA”), as amended by the Coronavirus Aid, Relief, and Economic Security Act (“CARES

Act”), NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of

the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not

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directors, officers and employees.

articles of incorporation (as defined below) contain a provision permitting us to eliminate the personal liability of our directors and

officers to our Company and stockholders for damages for breach of fiduciary duty as a director or officer to the extent provided by

Our bylaws also contain provisions regarding indemnification of our directors, officers and employees, including, under

certain circumstances, against attorneys’

fees and other expenses incurred by them in any litigation to which they become a party

arising from their association with or activities on our behalf.

We will also bear the expenses of such litigation for any of our directors,

officers, employees or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person

shall not have been entitled to indemnification.

The foregoing obligations could result in our incurring substantial expenditures to

cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup.

These provisions and

resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties

and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such

actions, if successful, might otherwise benefit us and stockholders.

articles of incorporation, as amended (the “articles of incorporation”), contain a provision permitting us to eliminate the

personal liability of our directors and officers to our Company and stockholders for damages for breach of fiduciary duty as a director

or officer to the extent provided by Florida law.

Our second amended and restated bylaws (the “bylaws”) also contain provisions

regarding indemnification of our directors, officers and employees, including, under certain circumstances, against attorneys’

fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities

on our behalf.

We will also bear the expenses of such litigation for any of our directors, officers, employees or agents, upon such person’s

promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification.

foregoing obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against

directors and officers, which we may be unable to recoup.

These provisions and resultant costs may also discourage us from bringing a

lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation

by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and stockholders.

factors could have a material adverse effect on our future profitability and financial condition.

other factors can affect our profitability and financial condition, including:

in, or interpretations of, laws and regulations, including changes in accounting standards and taxation requirements;

in, or interpretations of, laws and regulations, including changes in accounting standards

and taxation requirements;

in the rate of inflation, interest rates and the performance of investments held by us;

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in business, economic and political conditions, including:

war, political instability, terrorist attacks in the U.S.

and other parts

of the world, the threat of future terrorist activity in the U.S.

war, political instability, terrorist

attacks in the U.S.

and other parts of the world, the threat of future terrorist activity

and other parts of the world and related military action;

natural disasters;

public health crises, including epidemics and pandemics, such as the ongoing COVID-19 pandemic;

the cost and availability

of insurance due to any of the foregoing events or other unforeseen events;

labor disputes, strikes, slow-downs or other forms of

labor or union activity;

and pressure from third-party interest groups;

in our business and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting

from evolving business strategies, changing product mix, changes in tax rates and opportunities existing now or in the future;

related to our information technology systems, any of which could adversely affect business operations, including any significant

breakdown, invasion, destruction or interruption of these systems;

the cost and availability of insurance due to any of the foregoing events or other unforeseen

labor disputes, strikes, slow-downs or other forms of labor or union activity;

pressure from third-party interest groups;

in our business and investments and changes in the relative and absolute contribution of

each to earnings and cash flow resulting from evolving business strategies, changing product

mix, changes in tax rates and opportunities existing now or in the future;

● difficulties

related to our information technology systems, any of which could adversely affect business

operations, including any significant breakdown, invasion, destruction, or interruption of

these systems;

in credit markets impacting our ability to obtain financing for our business operations;

difficulties, any of which could preclude or delay commercialization of products or technologies or adversely affect profitability,

including claims asserting statutory or regulatory violations, adverse litigation decisions and issues regarding compliance with

any governmental consent decree.

difficulties, any of which could preclude or delay commercialization of products or technologies

or adversely affect profitability, including claims asserting statutory or regulatory violations,

adverse litigation decisions and issues regarding compliance with any governmental consent

Related to Our Operations

will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time

to compliance initiatives.

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

subject to the reporting requirements of the Exchange Act, which require, among other things, that we file annual, quarterly and current

reports with respect to our business and financial condition with the SEC.

In addition, the Sarbanes-Oxley Act of 2002, as amended (the

“Sarbanes-Oxley Act”), as well as rules adopted by the SEC and The Nasdaq Stock Market LLC (“Nasdaq”) to implement

provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance

of effective disclosure and financial controls and changes in corporate governance practices.

Further, in July 2010, the Dodd-Frank Wall

Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), was enacted.

There are significant corporate governance

and executive compensation related provisions in the Dodd-Frank Act that required the SEC to adopt additional rules and regulations in

these areas, such as “say on pay”

and proxy access.

Stockholder activism, the current political and economic environment

and the high levels of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations,

which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and

to make some activities more time-consuming and costly.

If these requirements divert the attention of our management and personnel from

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

The increased

costs will increase our expenses and may require us to reduce costs in other areas of our business.

We cannot currently predict or estimate

the amount or timing of additional costs we may incur to respond to these requirements.

actual operating results may differ significantly from guidance provided by our management.

time to time, the Company may release guidance in its earnings releases, earnings conference calls, or otherwise, regarding its future

performance that represent management’s estimates as of the date of release.

This guidance, if released, would include forward-looking

statements and would be based on projections prepared by the Company’s management.

The Company’s guidance will not be prepared

with a view toward compliance with published accounting and reporting guidelines, and neither its registered public accountants nor any

other independent expert or outside party will compile or examine the projections and, accordingly, no such person will express any opinion

or any other form of assurance with respect thereto.

Guidance will be based upon a number of assumptions and estimates that, while presented

with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies,

many of which are beyond the Company’s control and are based upon specific assumptions with respect to future business decisions,

some of which will change.

The Company will generally state possible outcomes as high and low ranges which are intended to provide a

sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested

The principal reason that the Company would release guidance would be to provide a basis for the Company’s management to

discuss its business outlook with analysts and investors.

The Company will not accept any responsibility for any projections or reports

published by analysts.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the

guidance furnished by the Company will not materialize or will vary significantly from actual results.

Accordingly, the Company’s

guidance will only be an estimate of what management believes is realizable as of the date of release.

Actual results will vary from

the Company’s guidance and the variations may be material.

In light of the foregoing, investors are urged to put the guidance in

context and not to place undue reliance on any such guidance.

Any failure to successfully implement the Company’s operating strategy

or the occurrence of any of the events or circumstances discussed therein could result in the actual operating results being different

from its guidance, and such differences may be adverse and material.

have incurred, and will continue to incur, increased costs as a result of operating as a public company, and our management is required

to devote substantial time to compliance initiatives.

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

We are subject

to the reporting requirements of the Exchange Act, which require, among other things, that we file annual, quarterly and current reports

with respect to our business and financial condition with the SEC.

In addition, the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley

Act”), as well as rules adopted by the SEC and The Nasdaq Stock Market LLC (“Nasdaq”) to implement provisions of the

Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective

disclosure and financial controls and changes in corporate governance practices.

Further, in July 2010, the Dodd-Frank Wall Street Reform

and Consumer Protection Act (the “Dodd-Frank Act”), was enacted.

There are significant corporate governance and executive

compensation related provisions in the Dodd-Frank Act that required the SEC to adopt additional rules and regulations in these areas,

such as “say on pay” and proxy access.

Stockholder activism, the current political and economic environment and the high

levels of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may

lead to additional compliance costs and impact the way we operate our business in ways we cannot currently anticipate.

rules and regulations applicable to public companies substantially increase our legal and financial compliance costs and make some activities

more time-consuming and costly.

If and when these requirements divert the attention of our management and personnel from other business

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

The increased costs have

increased our expenses and may require us to reduce costs in other areas of our business.

We cannot currently predict or estimate the

amount or timing of additional costs we may incur to respond to these requirements.

The impact of these requirements could also make

it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

be compounded in the event these rules and regulations make it more expensive for us to obtain director and officer liability insurance,

which, in the future, could require us to accept reduced coverage or incur substantially higher costs to obtain coverage.

addition, there has been increased focus from regulatory authorities, investors and other stakeholders on companies’ environmental,

social and governance (“ESG”) policies and practices, including corporate citizenship and sustainability.

Public interest

and legislative pressure related to public companies’ ESG practices continues to grow;

for example, the SEC has proposed rules

regarding climate-related disclosures and included in its regulatory agenda potential rulemaking on corporate diversity.

there exists certain “anti-ESG” sentiment among some individuals and governments, and several states have enacted or proposed

“anti-ESG” policies or legislation, which may conflict with other laws and regulations.

Compliance with ESG-related rules

and regulations could increase compliance burdens and associated regulatory costs, as well as enhance the risk of claims and regulatory

actions, which could adversely impact our reputation and our efforts to raise capital, including as a result of public regulatory sanctions.

future success depends on our ability to retain key employees and to attract, retain and motivate qualified personnel.

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Furthermore, replacing executive officers and key personnel may be difficult and may take an extended

period of time, as competition for experienced personnel in our industry is substantial.

In addition, if any of our officers or other

key personnel join a competitor or form a competing company, we may lose some of our customers.

period of time, as competition for experienced personnel in our industry is substantial and we could be impacted by labor shortages.

In addition, if any of our officers or other key personnel join a competitor or form a competing company, we may lose some of our customers.

culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and

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In particular,

we will be required to certify our compliance with Section 404 of the Sarbanes-Oxley Act beginning with our second annual report on Form

10-K (subject to any change in applicable SEC rules), which will require us to furnish annually a report by management on the effectiveness

of our internal control over financial reporting.

In addition, unless we remain a non-accelerated filer, our independent registered public

accounting firm may be required to report on the effectiveness of our internal control over financial reporting beginning as of that

second annual report on Form 10-K.

We are also required to design our disclosure controls and procedures to reasonably assure that information

required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the

time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management as appropriate

to allow timely decisions regarding required disclosure.

may identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that remain unremediated.

As a public company, we are required to report, among other things, control deficiencies that constitute a “material weakness”

we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report

by management on the effectiveness of our internal control over financial reporting.

In addition, should we no longer qualify as

non-accelerated filer, our independent registered public accounting firm will be required to report on the effectiveness of our

internal control over financial reporting.

We are also required to design our disclosure controls and procedures to reasonably

assure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated

and communicated to management as appropriate to allow timely decisions regarding required disclosure.

may identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that remain unremedied.

As a public company, we are required to report, among other things, control deficiencies that constitute a “material weakness”

or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting.

A “material weakness”

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such

that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented

or detected on a timely basis.

A “significant deficiency”

is a deficiency, or a combination of deficiencies, in internal

A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal

control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible

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market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

financial markets have recently experienced, as a result of the COVID-19 pandemic, and have in the past experienced, extreme volatility

and disruptions, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about

economic stability.

There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions

will not occur.

Our general business strategy and ability to raise capital may be adversely affected by any such economic downturn, volatile

business environment or continued unpredictable and unstable market conditions.

If the current equity and credit markets deteriorate,

it may make any necessary debt or equity financing more difficult, more costly and more dilutive.

Failure to secure any necessary financing

in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock

price and could require us to delay or abandon our strategic plans.

In addition, there is a risk that one or more of our current service

providers and other partners may not survive these difficult economic times, which could directly affect our ability to attain our operating

goals on schedule and on budget.

financial markets have recently experienced, because of, among other factors, the COVID-19 pandemic, geopolitical conditions, increasing

inflation and interest rates, currency exchange rates, labor shortages and supply chain disruptions and constraints, and have in the

past experienced, extreme volatility and disruptions, declines in consumer confidence, declines in economic growth, increases in unemployment

rates and uncertainty about economic stability.

There can be no assurance that further deterioration in credit and financial markets

and confidence in economic conditions will not occur.

In addition, inflationary factors, such as increases in interest rates, government

regulations, supply and overhead costs and transportation costs, may adversely affect our operating results, and we may not be able to

offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing of our products.

Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may

experience some effect in the foreseeable future (especially if inflation rates continue to rise) due to supply chain constraints, consequences

associated with government regulations, and ongoing and potential geopolitical conflicts, employee availability and wage increases.

general business strategy and ability to raise capital may be adversely affected by any economic downturn or recession, volatile business

environment or continued unpredictable and unstable market conditions.

Deterioration in the equity and credit markets may make any necessary

debt or equity financing more difficult, more costly and more dilutive.

Failure to secure any necessary financing in a timely manner

and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require

us to delay or abandon our strategic plans.

In addition, there is a risk that one or more of our current service providers and other

partners may not survive these difficult economic times, which could directly affect our ability to attain our operating goals on schedule

and on budget.

addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market

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and industry factors, including potentially worsening economic conditions and other adverse effects or developments relating to the ongoing

COVID-19 pandemic and political, regulatory and other market conditions, may negatively affect the market price of shares of our common

stock, regardless of our actual operating performance.

of December 31, 2021, our cash and cash equivalents were approximately $10.4 million.

While we are not aware of any downgrades, material

losses, or other significant deterioration in the fair value of our cash equivalents since December 31, 2021, no assurance can be given

that further deterioration of the global credit and financial markets would not negatively impact our current portfolio of cash equivalents

or our ability to meet our financing objectives.

Furthermore, our stock price may decline due in part to the volatility of the stock

market and any general economic downturn.

COVID-19 pandemic, geopolitical conditions and other political, regulatory and market conditions, may negatively affect the market price

of shares of our common stock, regardless of our actual operating performance.

of December 31, 2022, our cash and cash equivalents were approximately $6.7 million, and we held approximately $7.4 million of investments,

available-for-sale.

While we are not aware of any downgrades, material losses, or other significant deterioration in the fair value of

our cash equivalents or investments since December 31, 2022, no assurance can be given that further deterioration of the global credit

and financial markets would not negatively impact our current portfolio of cash equivalents or our ability to meet our financing objectives.

For instance, in March 2023, the FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank.

the Company does not have any direct exposure to these banks if other banks and financial institutions enter receivership or become insolvent

in the future in response to financial conditions affecting the banking system and financial markets, our operations may be negatively

impacted, including any inability on our part, or on our customers’ parts, to access cash, cash equivalents or investments.

our stock price has declined, and may decline in the future, as a result of the volatility of the stock market and any general economic

addition, any failure by the U.S.

federal government to increase the debt ceiling or any government shutdown could adversely affect the

and global economy and our liquidity, financial condition, and earnings.

debt ceiling and budget deficit concerns have increased

the possibility of credit-rating downgrades and economic slowdowns, or a recession in the United States or globally.

government hit its borrowing limit, or debt ceiling, on January 19, 2023.

If the government fails to increase the debt limit, the U.S.

government’s sovereign credit rating may be downgraded and the U.S.

government could default on its debts, which could adversely

affect the U.S.

and global financial markets and economic conditions.

Absent quantitative easing by the Federal Reserve, these developments

could cause interest rates and borrowing costs to further increase, which may negatively impact our ability to access the debt markets

on favorable terms.

In addition, disagreement over the federal budget has previously caused the U.S.

federal government to shut down

for periods of time.

If appropriations are delayed or a government shutdown was to occur and was to continue for an extended period of

time, we could be at risk of program or contract cancellations and other disruptions and non-payment.

Continued adverse political and

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

internal computer systems, or those of our third-party manufacturers or other contractors or consultants, may fail or suffer security

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exposure, and our reputation, results of operations, financial condition and cash flows could be materially adversely affected.

efficient operation of our business is dependent on our information technology systems, some of which may be in need of enhancement,

efficient operation of our business is dependent on our information technology systems, some of which may need enhancement,

updating and replacement.

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and potential lawsuits, any of which could have a material adverse effect on our results of operations, financial condition, and cash

information technology systems involve the storage of our confidential information and trade secrets, as well as our customers’

personal and proprietary information, in our equipment, networks and corporate systems.

Security breaches expose us to a risk of loss

Security breaches expose us to the risk of loss

of this information, litigation and increased costs for security measures, loss of revenue, damage to our reputation and potential liability.

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outsource substantially all of the infrastructure relating to our cloud solution to third-party hosting services, such as Amazon Web

Services (“AWS”).

Customers of our cloud-based solutions need to be able to access our platform at any time, without interruption

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financial condition, revenues, results of operations or cash flows.

In addition, any incident affecting our third-party hosting services’

infrastructure that may be caused by cyberattacks, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications

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The level of service provided by AWS could affect the availability or speed

of our platform, which may also impact the usage of, and our customers’

satisfaction with, our platform and could seriously harm

of our platform, which may also impact the usage of, and our customers’ satisfaction with, our platform and could seriously harm

our business and reputation.

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with respect to us, our business, financial condition, revenues, results of operations or cash flows may be harmed.

may collect, store, process and use our customers’

personally identifiable information and other data, which subjects us to governmental

may collect, store, process and use our customers’ personally identifiable information and other data, which subjects us to governmental

regulation and other legal obligations related to data privacy, information security and data protection.

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harm our business.

may collect, store, process and use our customers’

personally identifiable information and other data in our transactions with

may collect, store, process and use our customers’ personally identifiable information and other data in our transactions with

them, and we may rely on third parties that are not directly under our control to do so as well.

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If we or our third-party service providers were to experience a breach, disruption or failure

of systems compromising our customers’

data, or if one of our third-party service providers or partners were to access our customers’

of systems compromising our customers’ data, or if one of our third-party service providers or partners were to access our customers’

personal data without our authorization, our brand and reputation could be adversely affected, use of our products and technologies could

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as we expand the nature and types of products and technologies we offer.

For example, the General Data Protection Regulation (the “GDPR”),

which came into effect in the European Union in May 2018 and superseded prior European Union data protection legislation, imposes more

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data protection legislation is also becoming increasingly common in the United States at both the federal and state level.

in June 2018, the State of California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect

on January 1, 2020.

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service providers, could also interfere with or disrupt our operations.

In addition, new regulations relating to climate change may negatively

affect us, our manufacturers, our suppliers or our customers.

As a result, we may incur additional costs or obligations in complying

with any new environmental and reporting requirements, as well as increased indirect costs resulting from our manufacturers, suppliers

or customers that get passed on to us.

Although it is not possible to predict such events or their consequences, these events could increase

our costs, result in physical damage to or destruction or disruption of properties used in connection with the manufacture of our products,

the lack of an adequate workforce in part or all of our operations, supply chain disruptions and data, utility and communications disruptions.

In addition, these events could indirectly result in increases in the costs of our insurance if they result in significant loss of property

or other insurable damage.

Any of these developments could have a material and adverse effect on our business, financial condition and

results of operations.

Although it is not possible to predict such events or their consequences,

these events could increase our costs, result in physical damage to or destruction or disruption of properties used in connection with

the manufacture of our products, the lack of an adequate workforce in part or all of our operations, supply chain disruptions and data,

utility and communications disruptions.

In addition, these events could indirectly result in increases in the costs of our insurance

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

Furthermore, the insurance we maintain may not be adequate

to cover our losses resulting from any business interruption, including those resulting from a natural disaster or other severe weather

event, and recurring extreme weather events or other adverse events could reduce the availability or increase the cost of insurance.

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

may be exposed to certain regulatory and financial risks related to climate change.

concerns about climate change may result in the imposition of new regulations or restrictions to which we may become subject.

of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change.

of new legislation or regulation in the U.S.

and other jurisdictions in which we operate may result in new or additional requirements,

fees or restrictions on certain activities for us our manufacturers, our suppliers or our customers.

Compliance with these climate change

initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, and

reduced emission allowances or additional restrictions on production or operations, as well as increased indirect costs resulting from

our manufacturers, suppliers or customers that get passed on to us.

Any adopted future climate change regulations could also negatively

impact our ability to compete with companies situated in areas not subject to such limitations.

We may not be able to recover the cost

of compliance with new or more stringent laws and regulations, which could adversely affect our results of operations, cash flow or financial

Related to Our Common Stock

may not be able to maintain our Nasdaq listing and may incur additional costs as a result of our Nasdaq listing.

common stock commenced trading on Nasdaq on February 10, 2022, and we are subject to certain Nasdaq continued listing requirements and

standards, including, without limitation, minimum market capitalization and other requirements.

We cannot provide any assurance that

we will be able to continue to satisfy the requirements of Nasdaq’s continued listing standards, and failure to maintain our listing,

or delisting from Nasdaq, would make it more difficult for stockholders to dispose of our securities and more difficult to obtain accurate

price quotations on our securities.

This could have an adverse effect on the price of our common stock.

Our ability to issue additional

securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially

and adversely affected if our common stock and/or other securities are not traded on a national securities exchange.

are subject to certain Nasdaq continued listing requirements and standards, including, without limitation, minimum market capitalization

and other requirements.

We cannot provide any assurance that we will be able to continue to satisfy the requirements of Nasdaq’s

continued listing standards, and failure to maintain our listing, or delisting from Nasdaq, would make it more difficult for stockholders

to dispose of our securities and more difficult to obtain accurate price quotations on our securities.

This could have an adverse effect

on the price of our common stock.

Our ability to issue additional securities for financing or other purposes, or otherwise to arrange

for any financing we may need in the future, may also be materially and adversely affected if our common stock and/or other securities

are not traded on a national securities exchange.

price of our common stock may be volatile and fluctuate substantially.

stock price is likely to be volatile.

The stock market has experienced extreme volatility that has often been unrelated to the operating

performance of particular companies.

The market price for our common stock may be influenced by many factors, including:

stock price has been, and is likely to continue to be, volatile and subject to wide fluctuations in response to various factors, some

of which we cannot control.

The stock market has experienced extreme volatility that has often been unrelated to the operating performance

of companies.

The market price for our common stock may be influenced by many factors, including, in addition to the factors

discussed in this “Risk Factors” section and elsewhere in this Form 10-K, the following:

ability to successfully launch, and gain market acceptance of, our smart products and technologies;

● developments

or disputes concerning patent applications, issued patents or other proprietary rights;

recruitment or departure of key personnel;

level of expenses related to our research and development, marketing efforts, strategic initiatives or other areas;

level of expenses related to our research and development, marketing efforts, strategic initiatives

or other areas;

or anticipated changes in governmental regulation, including taxation and tariff policies;

or anticipated changes in estimates as to financial results or recommendations by securities analysts;

or anticipated changes in estimates as to financial results or recommendations by securities

in our financial results or those of companies that are perceived to be similar to us;

conditions in the lighting and smart home sectors;

in the financial markets in general or changes in general economic conditions, including government efforts to mitigate the economic

downturn resulting from the COVID-19 pandemic;

and unforeseen market forces and trading strategies, such as the massive short squeeze rally caused by retail investors and social

media activity affecting companies such as GameStop Corp.;

other factors described in this “Risk Factors”

in the financial markets in general or changes in general economic conditions, including

government efforts to mitigate any economic downturn or recession resulting from ongoing

economic conditions, including the impact of the COVID-19 pandemic and other geopolitical

and unforeseen market forces and trading strategies, such as the massive short squeeze rally

caused by retail investors and social media activity affecting companies such as GameStop

other factors described in this “Risk Factors” section.

addition, due to one or more of the foregoing factors in one or more future quarters, our results of operations may fall below the expectations

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from our business, which could significantly harm our profitability and reputation.

conversion of outstanding convertible notes or Series A Convertible Preferred Stock, no par value (“Series A Preferred Stock”)

or exercise of outstanding warrants into shares of common stock could materially dilute our stockholders.

of February 25, 2022, we had $1,300,000 aggregate principal amount of convertible notes outstanding, convertible into shares of our common

stock at $15 per share, 5,056,936 shares of Series A Preferred Stock outstanding and warrants to purchase 947,895 shares of our common

stock outstanding at an exercise price ranging from $3.30 to $12.00 per share.

The conversion price of the notes or exercise price of

the warrants may be less than the market price of our common stock at the time of conversion or exercise and may be subject to future

adjustment due to certain events, including our issuance of common stock or common stock equivalents at an effective price per share

lower than the conversion rate or exercise rate then in effect.

If the entire principal amount of all the outstanding convertible notes

is converted into shares of common stock, we would be required to issue an aggregate of no less than approximately 86,668 shares of common

If all of the outstanding warrants are exercised for shares of common stock, we would be required to issue an aggregate of 947,895

shares of common stock.

If all of the Series A Preferred Stock outstanding are converted into shares of common stock, we would be required

to issue an aggregate of 5,056,936 shares of common stock.

If we issue any or all of these shares, the ownership of our stockholders

will be diluted.

of March 29, 2023, we had $1.3 million and $10.35 million aggregate principal amount of convertible notes outstanding, convertible into

shares of our common stock at $15.00 and $3.00 per share, respectively, 880,400 shares of Series A Preferred Stock outstanding and warrants

to purchase 2,063,522 shares of our common stock outstanding at an exercise price ranging from $3.00 to $12.00 per share.

The conversion

price of the notes or exercise price of the warrants may be less than the market price of our common stock at the time of conversion

or exercise and may be subject to future adjustment due to certain events, including our issuance of common stock or common stock equivalents

at an effective price per share lower than the conversion rate or exercise rate then in effect.

If the entire principal amount of all

the outstanding convertible notes is converted into shares of common stock, we would be required to issue an aggregate of no less than

approximately 3,536,669 shares of common stock.

If all the outstanding warrants are exercised for shares of common stock, we would be

required to issue an aggregate of 2,063,522 shares of common stock.

If all of the Series A Preferred Stock outstanding are converted

into shares of common stock, we would be required to issue an aggregate of 880,400 shares of common stock.

If we issue any or all these

shares, the ownership of our stockholders will be diluted.

securities analysts do not publish research or reports about our business, or if they publish negative evaluations of our stock, the

price of our stock could decline.

trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us

or our business.

We may never obtain research coverage by industry or financial analysts.

If no or few analysts commence coverage of

us, the trading price of our stock would likely decrease.

Even if we do obtain analyst coverage, if one or more of the analysts covering

our business downgrade their evaluations of our stock, the price of our stock could decline.

If one or more of these analysts cease to

cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or

our business.

If no or few analysts commence coverage of us, the trading price of our stock would likely decrease.

Even if we do obtain

analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock

could decline.

If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which

in turn could cause our stock price to decline.

executive officers, directors, principal stockholders and their affiliates exercise significant influence over us, which will limit your

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executive officers, directors, 5% holders and their affiliates beneficially own, in the aggregate, approximately 51% of our outstanding

common stock.

As a result, these stockholders, if they act together, will be able to influence our management and affairs and the outcome

of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all

or substantially all of our assets.

These stockholders may have interests, with respect to their common stock, that are different from

those of other investors, and the concentration of voting power among these stockholders may have an adverse effect on the price of our

common stock.

In addition, this concentration of ownership might adversely affect the market price of our common stock by:

common stock, as of March 20, 2023.

As a result, these stockholders, if they act together, will be able to influence our management and

affairs and the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation

or sale of all or substantially all of our assets.

These stockholders may have interests, with respect to their common stock, that are

different from those of other investors, and the concentration of voting power among these stockholders may have an adverse effect on

the price of our common stock.

In addition, this concentration of ownership might adversely affect the market price of our common stock

deferring or preventing a change of control of us;

a merger, consolidation, takeover or other business combination involving us;

a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

● discouraging

a potential acquirer from making a tender offer or otherwise attempting to obtain control

of a substantial number of shares of our common stock in the public market by our stockholders could cause our share price to fall.

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We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

Substantially

all of our existing stockholders are currently subject to lock-up agreements with the underwriters of our initial public offering that

restrict the stockholders’

ability to transfer shares of our common stock for 180 days from February 9, 2022, the date we entered

into the underwriting agreement relating to our initial public offering, subject to certain exceptions.

Sales of a substantial number

of such shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements,

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

are a smaller reporting company, and the reduced reporting requirements applicable to smaller reporting companies may make our common

stock less attractive to investors.

currently qualify as a “smaller reporting company,”

which allows us to take advantage of exemptions from various reporting

currently qualify as a “smaller reporting company,” which allows us to take advantage of exemptions from various reporting

requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations

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Decreased disclosures in our SEC filings

due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial

due to our status as a smaller reporting company may make it harder for investors to analyze the results of operations and financial

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

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and economic conditions may negatively impact our business, financial condition and share price.

over inflation, energy costs, geopolitical issues, the U.S.

mortgage market and a declining real estate market, unstable global credit

markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity

and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and

expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years.

Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued

unstable or unpredictable economic and market conditions.

If these conditions continue to deteriorate or do not improve, it may make

any necessary debt or equity financing more difficult to complete, more costly, and more dilutive.

Failure to secure any necessary financing

in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share

price and could require us to delay or abandon development or commercialization plans.

over inflation, increasing interest rates, energy costs, geopolitical issues, the U.S.

mortgage market and a declining real estate market,

unstable global credit markets and financial conditions, and labor and supply shortages have led to periods of significant economic instability,

diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for

the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit

defaults in recent years.

Our general business strategy may be adversely affected by any such economic downturns or recessions, volatile

business environments and continued unstable or unpredictable economic and market conditions.

If these conditions continue to deteriorate

or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive.

to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy,

financial performance, and share price and could require us to delay or abandon development or commercialization plans.

we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your

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the trading price of our common stock.

a Florida corporation, we are subject to certain provisions of the Florida Business Corporation Act (the “FBCA”) that have

anti-takeover effects and may inhibit a non-negotiated merger or other business combination.

Our articles of incorporation and bylaws

also contain other provisions which could have anti-takeover effects.

These provisions include, without limitation, the authority of

our board of directors to issue additional shares of preferred stock and, to the extent there is any undesignated preferred stock, to

fix the relative rights and preferences of the preferred stock without the need for any stockholder vote or approval;

the requirement

of a majority stockholder vote to remove directors from office or, if for cause, by a majority of the board of directors;

and limitations

on who may call special meetings of stockholders.

a Florida corporation, we are subject to certain provisions of the Florida Business Corporation Act that have anti-takeover effects and

may inhibit a non-negotiated merger or other business combination.

Our articles of incorporation and bylaws also contain other provisions

which could have anti-takeover effects.

These provisions include, without limitation, the authority of our board of directors to issue

additional shares of preferred stock and, to the extent there is any undesignated preferred stock, to fix the relative rights and preferences

of the preferred stock without the need for any stockholder vote or approval;

the requirement of a majority stockholder vote to remove

directors from office or, if for cause, by a majority of the board of directors;

and limitations on who may call special meetings of

stockholders.

UNRESOLVED STAFF COMMENTS

maintain offices in Johns Creek, Georgia, Pompano Beach, Florida, and Guangdong Province, China.

We believe that our facilities are adequate

to meet our current needs and that suitable additional or substitute space at commercially reasonable terms will be available as needed

to accommodate any future expansion of our operations.

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