What changed in this filing

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Item 1A. Risk Factors

2026-08-14 compared with 2026-05-15 · 25 added, 10 removed, 0 unchanged (100% of the section changed)

have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form

10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026.

Investors should review the risks provided in the Form

10-K prior to making an investment in the Company.

The business, financial condition and operating results of the Company can be affected

by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, any one or

more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially

from past, or from anticipated future, financial condition and operating results.

Any of these factors, in whole or in part, could materially

and adversely affect the Company’s business, financial condition, operating results and stock price.

Except as set forth below there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026 (as amended, the “Form 10-K”).

Investors should review the risks provided in the Form 10-K and in other reports we filed with the SEC prior to making an investment in

The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently

known or unknown, including but not limited to those described in the Form 10-K, any one or more of which could, directly or indirectly,

cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial

condition and operating results.

Any of these factors, in whole or in part, could materially and adversely affect the Company’s

business, financial condition, operating results and stock price.

A key component of our business

plan is to seek to effect one or more acquisitions, business combinations or strategic relationships to broaden our business operations,

and we terminated the previously contemplated Merger with M2i.

Future business combinations and acquisition transactions, if any, may

not succeed in generating the intended benefits and may adversely affect our business.

The Merger Agreement with M2i was terminated in June 2026.

As a result, a key component of our go-forward strategy is to evaluate a potential

alternative strategic transaction or relationship to expand our business and grow our operations.

The inability of the Company to successfully

identify and execute on a strategic transaction, or otherwise, integrate any acquired businesses or technologies, and any related diversion

of management’s attention, could have a material adverse effect on our business, operating results and financial condition.

on any acquisitions or strategic transactions may require various closing conditions on the parties and may be subject to regulatory review

and approval requirements by governmental entities, or, ultimately be prohibited.

There is no assurance that we will be able to complete

the transactions contemplated by any letters of intent that we have evaluated since the termination of the Merger Agreement in June 2026,

or, otherwise execute on other strategic transactions of a similar nature.

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-Q

Item 1A. Risk Factors