What changed in this filing

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Item 1A. Risk Factors

2025-03-11 compared with 2024-03-25 · 104 added, 153 removed, 829 unchanged (24% of the section changed)

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2024 and 2023, we had cash of $2,395,405 and $3,280,075, respectively.

We expect that our existing cash and cash from revenue will be sufficient

to fund our current operations through at least 12 months from the date of this annual report.

However, our operating plan may change

as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or

private equity or debt financings or other third-party funding or a combination of these approaches.

Even if we believe we have sufficient

funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or based upon specific

strategic considerations.

We expect that our existing cash and cash from revenue will be

sufficient to fund our current operations through at least 12 months from the date of this annual report.

However, our operating plan

may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through

public or private equity or debt financings or other third-party funding or a combination of these approaches.

Even if we believe we

have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or

based upon specific strategic considerations.

additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to

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results of operations or financial condition.

such as COVID-19, may adversely impact our business, results of operations, financial condition, liquidity, and cash flows and that of

COVID-19 pandemic and efforts to control its spread had a significant impact on our operations and the operations of our healthcare clients.

Previously, our hospital and other health care provider clients prioritized their resources, capacity and staff as the COVID-19 outbreak

strained their organizations which adversely affected our business, including by negatively impacting the demand and timing for implementing

our solutions and the timing of payment for our services.

For example, while the COVID-19 pandemic had a minimal impact on our revenue

for the years ended December 31, 2023 and 2022, it negatively impacted revenue for the year ended December 31, 2021, as we generated

less revenue from sales of our professional staffing services than anticipated.

In addition, we previously instituted a work-from-home

policy for some of our employees and had limited employee travel to essential travel only, which restricted some sales, marketing, and

other important business activities.

such as COVID-19, may have a material economic effect on our business.

While the potential economic impact brought by such pandemics

may be difficult to assess or predict, it has caused, and may result in further significant disruption of global financial markets, which

may reduce our ability to access capital either at all or on favorable terms.

In addition, a recession, depression, or other sustained

adverse market event resulting from a health pandemic could materially and adversely affect our business and the value of our common

ability to generate revenue could suffer if we do not continue to update and improve our existing solutions and develop new ones.

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These risks include, but are not limited to, the following:

Government entities, particularly

in the United States, often reserve the right to audit our contracts and conduct reviews, inquiries and investigations of our business

practices and performance with respect to government contracts.

If a government client discovers improper conduct during its audits

or investigations, we may become subject to various civil and criminal penalties, including those under the civil U.S.

Act, and administrative sanctions, which may include termination of contracts, suspension of payments, fines and civil money penalties,

and suspensions or debarment from doing business with other government agencies.

government contracting

regulations impose strict compliance and disclosure obligations and our failure to comply with these obligations could be a basis

for suspension or debarment, or both, from federal government contracting in addition to breach of the specific contract.

Government contracts are

subject to heightened reputational and contractual risks compared to contracts with commercial clients and often involve more extensive

scrutiny and publicity.

Negative publicity, including allegations of improper or illegal activity, poor contract performance, or

information security breaches, regardless of accuracy, may adversely affect our reputation.

Terms and conditions of

government contracts also tend to be more onerous, are often more difficult to negotiate and involve additional costs.

Government entities typically

fund projects through appropriated monies.

Any change in presidential administrations may affect budget priorities for our ongoing

Government entities reserve

the right to change the scope of or terminate projects at their convenience for lack of approved funding or other reasons, which

could limit our recovery of reimbursable expenses or investments.

In addition, government contracts may be protested, which could

result in administrative procedures and litigation, result in delays in performance and payment, be expensive to defend and be incapable

of prompt resolution.

entities, particularly in the United States, often reserve the right to audit our contracts and conduct reviews, inquiries and investigations

of our business practices and performance with respect to government contracts.

If a government client discovers improper conduct

during its audits or investigations, we may become subject to various civil and criminal penalties, including those under the civil

False Claims Act, and administrative sanctions, which may include termination of contracts, suspension of payments, fines and

civil money penalties, and suspensions or debarment from doing business with other government agencies.

government contracting regulations impose strict compliance and disclosure obligations and our failure to comply with these obligations

could be a basis for suspension or debarment, or both, from federal government contracting in addition to breach of the specific

contracts are subject to heightened reputational and contractual risks compared to contracts with commercial clients and often involve

more extensive scrutiny and publicity.

Negative publicity, including allegations of improper or illegal activity, poor contract performance,

or information security breaches, regardless of accuracy, may adversely affect our reputation.

and conditions of government contracts also tend to be more onerous, are often more difficult to negotiate and involve additional

entities typically fund projects through appropriated monies.

Any change in presidential administrations may affect budget priorities

for our ongoing work.

entities reserve the right to change the scope of or terminate projects at their convenience for lack of approved funding or other

reasons, which could limit our recovery of reimbursable expenses or investments.

In addition, government contracts may be protested,

which could result in administrative procedures and litigation, result in delays in performance and payment, be expensive to defend

and be incapable of prompt resolution.

occurrences or conditions described above could affect not only our business with the particular government entities involved, but also

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is costly, time-consuming and disruptive to normal business operations.

The defense of these matters could also result in continued diversion

The defence of these matters could also result in continued diversion

of our management’s time and attention away from business operations, which could also harm our business.

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on our business, results of operations or financial condition.

are highly dependent upon our personnel, including Deepika Vuppalanchi, our Chief Executive Officer and member of our board of directors,

and Sandeep Allam, our President and Chairman.

are highly dependent upon our personnel, including Deepika Vuppalanchi, our Chief Executive Officer and Chairman.

The loss of Dr.

Vuppalanchi’s or Mr.

Allam’s services could impede the achievement

of our business objectives.

We have not obtained, do not own, nor are we the beneficiary of, key-person life insurance.

our future success depends upon our continuing ability to identify, attract, hire and retain highly qualified personnel, including skilled

management and scientific personnel, all of whom are in high demand and are often subject to competing offers.

Competition for qualified

personnel in the healthcare services industry is intense, and we may not be able to hire or retain a sufficient number of qualified personnel

to meet our requirements, or be able to do so at salary, benefit and other compensation costs that are acceptable to us.

substantial number of key or qualified employees, or an inability to attract, retain and motivate additional highly skilled employees

required for expansion of our business, could have a material adverse impact on our business, results of operations or financial condition.

Vuppalanchi’s

services could impede the achievement of our business objectives.

We have not obtained, do not own, nor are we the beneficiary of, key-person

life insurance.

Furthermore, our future success depends upon our continuing ability to identify, attract, hire and retain highly qualified

personnel, including skilled management and scientific personnel, all of whom are in high demand and are often subject to competing offers.

Competition for qualified personnel in the healthcare services industry is intense, and we may not be able to hire or retain a sufficient

number of qualified personnel to meet our requirements, or be able to do so at salary, benefit and other compensation costs that are

acceptable to us.

A loss of a substantial number of key or qualified employees, or an inability to attract, retain and motivate additional

highly skilled employees required for expansion of our business, could have a material adverse impact on our business, results of operations

or financial condition.

ability to utilize loss carry forwards may be limited.

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a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders:

the liquidity of our Class

A common stock;

the market price of our Class

A common stock;

our ability to obtain financing

for the continuation of our operations;

the number of investors that

will consider investing in our Class A common stock;

the number of market makers

in our Class A common stock;

the availability of information

concerning the trading prices and volume of our Class A common stock;

the number of broker-dealers

willing to execute trades in shares of our Class A common stock.

liquidity of our Class A common stock;

market price of our Class A common stock;

ability to obtain financing for the continuation of our operations;

number of investors that will consider investing in our Class A common stock;

number of market makers in our Class A common stock;

availability of information concerning the trading prices and volume of our Class A common stock;

number of broker-dealers willing to execute trades in shares of our Class A common stock.

market price of our Class A common stock may be volatile and fluctuate substantially, which could result in substantial losses for holders

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of factors, including the following:

failure to successfully

develop and commercialize our digital health platforms;

regulatory or legal developments

in the United States;

changes in physician, hospital

or healthcare provider practices that may make our solutions less useful;

inability to obtain additional

failure to meet or exceed

financial projections we provide to the public;

failure to meet or exceed

the estimates and projections of the investment community;

changes in the market valuations

of companies similar to ours;

announcements of significant

acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors;

additions or departures

of key scientific or management personnel;

sales of our Class A common

stock by us or our stockholders in the future;

trading volume of our Class

A common stock;

general economic, industry

and market conditions;

health epidemics and outbreaks,

such as the COVID-19 pandemic, or other natural or manmade disasters which could significantly disrupt our operations;

the other factors described

in this “Risk Factors” section.

to successfully develop and commercialize our digital health platforms;

or legal developments in the United States;

in physician, hospital or healthcare provider practices that may make our solutions less useful;

to obtain additional funding;

to meet or exceed financial projections we provide to the public;

to meet or exceed the estimates and projections of the investment community;

in the market valuations of companies similar to ours;

announcements

of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors;

or departures of key scientific or management personnel;

of our Class A common stock by us or our stockholders in the future;

volume of our Class A common stock;

economic, industry and market conditions;

epidemics and outbreaks, such as the COVID-19 pandemic, or other natural or manmade disasters which could significantly disrupt our

other factors described in this “Risk Factors” section.

of these factors may result in large and sudden changes in the volume and price at which our Class A common stock will trade.

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create several risks for investors, including the following:

the market price of our

Class A common stock may experience rapid and substantial increases or decreases unrelated to our actual or expected operating performance,

financial condition or prospects, which may make it more difficult for prospective investors to assess the rapidly changing value

of our Class A common stock;

if our future market capitalization

reflects trading dynamics unrelated to our actual or expected operating performance, financial performance or prospects, purchasers

of our Class A common stock could incur substantial losses as prices decline once the level of market volatility has abated;

if the future market price

of Class A our common stock declines, investors may be unable to resell their shares at or above the price at which they acquired

We cannot assure you that the market of our Class A common stock will not fluctuate or decline significantly in the future,

in which case you could incur substantial losses.

market price of our Class A common stock may experience rapid and substantial increases or decreases unrelated to our actual or expected

operating performance, financial condition or prospects, which may make it more difficult for prospective investors to assess the

rapidly changing value of our Class A common stock;

our future market capitalization reflects trading dynamics unrelated to our actual or expected operating performance, financial performance

or prospects, purchasers of our Class A common stock could incur substantial losses as prices decline once the level of market volatility

the future market price of Class A our common stock declines, investors may be unable to resell their shares at or above the price

at which they acquired them.

We cannot assure you that the market of our Class A common stock will not fluctuate or decline significantly

in the future, in which case you could incur substantial losses.

market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively affect the

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of the issued and outstanding shares of our Class B common stock own 833,334 shares of Class B common stock representing approximately

71.5% of the voting power of our outstanding capital stock, assuming the conversion of all outstanding notes into an aggregate of 445,409

shares of our Class A common stock.

Such Class B holders shall continue to have voting control until they hold under 50.1% of the voting

power of our outstanding capital stock, or approximately 583,000 shares of Class B common stock.

In addition, because of the 16.5-to-1

voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock could continue to control

a majority of the combined voting power of our common stock and therefore control all matters submitted to our stockholders for approval

until converted by our Class B common stockholders.

This concentrated control may limit or preclude your ability to influence corporate

matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation,

sale of all or substantially all of our assets or other major corporate transactions requiring stockholder approval.

In addition, this

concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are

in your best interest as one of our stockholders.

As a result, such concentrated control may adversely affect the market price of our

Class A common stock.

60.5% of the voting power of our outstanding capital stock.

Such Class B holders shall continue to have voting control until they hold

under 50.1% of the voting power of our outstanding capital stock, or approximately 583,000 shares of Class B common stock.

because of the 16.5-to-1 voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock

could continue to control a majority of the combined voting power of our common stock and therefore control all matters submitted to

our stockholders for approval until converted by our Class B common stockholders.

This concentrated control may limit or preclude your

ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational

documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring

stockholder approval.

In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for

our capital stock that you may feel are in your best interest as one of our stockholders.

As a result, such concentrated control may

adversely affect the market price of our Class A common stock.

transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited

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corporate actions, including any sale of the Company.

Vuppalanchi, our Chief Executive Officer, Sandeep Allam, our Chairman and President and Priya Prasad, our Chief Financial Officer and

Chief Operating Officer, in the aggregate, beneficially own 79.0% of our Class B common stock and 56.5% of our outstanding voting securities.

These stockholders currently have, and likely will continue to have, significant influence with respect to the election of our board

of directors and approval or disapproval of all significant corporate actions.

The concentrated voting power of these stockholders could

have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.

Vuppalanchi, our Chief Executive Officer and Priya Prasad, our Chief Financial Officer and Chief Operating Officer, in the aggregate,

beneficially own 51.0% of our Class B common stock and 30.9% of our outstanding voting securities.

These stockholders currently have,

and likely will continue to have, significant influence with respect to the election of our board of directors and approval or disapproval

of all significant corporate actions.

The concentrated voting power of these stockholders could have the effect of delaying or preventing

an acquisition of the Company or another significant corporate transaction.

could be subject to securities class action litigation.

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Our corporate governance documents include or will include

authorizing “blank

check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting,

liquidation, dividend, and other rights superior to our Class A common stock;

limiting the liability

of, and providing indemnification to, our directors and officers;

limiting the ability of

our stockholders to call and bring business before special meetings;

requiring advance notice

of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election

to our board of directors;

controlling the procedures

for the conduct and scheduling of board of directors and stockholder meetings;

providing our board of

directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

“blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain

voting, liquidation, dividend, and other rights superior to our Class A common stock;

the liability of, and providing indemnification to, our directors and officers;

the ability of our stockholders to call and bring business before special meetings;

advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates

for election to our board of directors;

the procedures for the conduct and scheduling of board of directors and stockholder meetings;

our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled

special meetings.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

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

What changed 10-K

Item 1A. Risk Factors