What changed in this filing

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Item 1A. Risk Factors

2026-03-12 compared with 2025-03-11 · 101 added, 46 removed, 887 unchanged (14% of the section changed)

467 unchanged sentences

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

The defence of these matters could also result in continued diversion

The defense 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 Chairman.

The loss of Dr.

Vuppalanchi’s

are highly dependent upon our personnel, including Gregory A.

Alexander, our Chief Executive Officer.

The loss of Gregory Alexander’s

services could impede the achievement of our business objectives.

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receivable, respectively, as due from the combined divisions (NeuroDiagnostic Institute and Division of Mental Health and Addiction)

It is possible that any of our large customers could decide to terminate their relationship with us in the future.

of one or both of our top customers, or a substantial decrease in demand by any of those customers for our services and solutions, could

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

Additionally, for the year ended December 31, 2025, Humana, Inc accounted for approximately 37% and 74% of the Company’s

revenue and accounts receivable, respectively.

In addition, the combined divisions of the FSSA, Coordinated Care Corporation (doing business

as Managed Health Services, owned 11% of the Company’s accounts receivable at December 31, 2025.

It is possible that any of our

large customers could decide to terminate their relationship with us in the future.

The loss of one or both of our top customers, or

a substantial decrease in demand by any of those customers for our services and solutions, could have a material adverse effect on our

business, results of operations and financial condition.

Related to Government Regulations

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Related to Our Class A Common Stock

may delist our Class A common stock from trading on its exchange, which could limit investors’ ability to make transactions in

our Class A common stock and subject us to additional trading restrictions.

Class A common stock is listed on the Nasdaq Capital Market and we expect to meet the minimum initial listing standards set forth in

the Nasdaq listing standards, we cannot assure you that our Class A common stock will be, or will continue to be, listed on Nasdaq in

In order to continue listing our Class A common stock on Nasdaq, we must maintain certain financial, distribution and stock

price levels and must maintain a minimum number of holders of our Class A common stock.

Nasdaq delists our Class A common stock and we are not able to list our Class A common stock on another national securities exchange,

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

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.

common stock is a “penny stock,” which may make it more difficult for investors to sell their shares of common stock due

to suitability requirements.

common stock is considered to be a “penny stock.” The Commission has adopted Rule 15g-9 under the Exchange Act, which generally

defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise

price of less than $5.00 per share, subject to certain exceptions.

The price of our common stock is significantly less than $5.00 per

share and, currently we do not qualify for an exception.

This designation imposes additional sales practice requirements on broker-dealers

who sell to persons other than established customers and accredited investors.

The penny stock rules require a broker-dealer buying our

securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that

the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks.

may restrict the ability and/or willingness of brokers or dealers to buy or sell our common stock, either directly or on behalf of their

clients, may discourage potential stockholders from purchasing our common stock, or may adversely affect the ability of stockholders

to sell their shares.

common stock is currently traded on the OTC QB Market, which may have an unfavorable impact on our stock price and liquidity.

common stock is currently quoted on the OTC QB Markets.

The OTC QB Markets is significantly more limited market than the national securities

exchanges such as the New York Stock Exchange, or Nasdaq stock exchange, and there are lower financial or qualitative standards that

a company must meet to have its stock quoted on the OTC QB Markets.

OTC QB Markets is an inter-dealer quotation system much less regulated

than the major exchanges, and trading in our common stock may be subject to abuses, volatility and shorting, which may have little to

do with our operations or business prospects.

This volatility could depress the market price of our common stock for reasons unrelated

to operating performance.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require a broker-dealer

to have reasonable grounds for believing an investment is suitable for that customer when recommending an investment to a customer.

believes that there is a high probability that speculative low-priced securities will not be suitable for some customers and may make

it more difficult for broker-dealers to recommend that their customers buy our common stock, which may result in a limited ability to

buy and sell our stock.

Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and

sell our common stock, which could depress the price of our common stock.

has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer

before recommending an investment to a customer.

Prior to recommending speculative low-priced securities to their non-institutional customers,

broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment

objectives, and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative

low-priced securities will not be suitable for at least some customers.

Thus, the FINRA requirements make it more difficult for broker-dealers

to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have

an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.

our common stock is currently quoted on the OTC QB Markets our stockholders may face significant restrictions on the resale of our common

stock due to state “blue sky” laws and the sale of common stock in this offering is subject to state “blue sky”

state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents

unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements

for broker-dealers doing business directly or indirectly in the state.

Before a security is sold in a state, there must be a registration

in place to cover the transaction, or the transaction must be exempt from registration.

The applicable broker must also be registered

in that state.

Since our common stock is currently quoted on the OTC QB Markets, a determination regarding registration will be made

by those broker-dealers, if any, who agree to serve as the market-makers for our common stock.

There may be significant state blue sky

law restrictions on the ability of investors to sell, and on purchasers to buy, our securities.

You should therefore consider the resale

market for our securities to be limited, as you may be unable to resell your common stock without the significant expense of state registration

or qualification.

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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As of December 31, 2025, there were

833,334 shares of our Class B common stock outstanding, representing 79.6% of our total voting securities outstanding.

Holders of all

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

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.

600,000 shares of our Class B common stock and 11,339,169 shares of our Class A common stock issued and outstanding.

As of December 31,

2025, there were 600,000 shares of our Class B common stock outstanding, representing 46.6% of our total voting securities outstanding.

Holders of all of the issued and outstanding shares of our Class B common stock own 600,000 shares of Class B common stock representing

approximately 46.6% 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.

Accordingly, as of December 31, 2025, the holders of our Class B common stock do not hold a majority of the combined voting power of

our outstanding capital stock.

Although the Class B common stock carries enhanced voting rights relative to the Class A common stock,

the relative voting power of each class depends on the number of shares of each class outstanding at any given time.

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

may continue to exert significant influence over matters submitted to our stockholders for approval, depending on the level of stockholder

participation and the distribution of shares among holders of our Class A common stock.

However, such holders no longer have the unilateral

ability to control a majority of the combined voting power of our common stock solely by virtue of their ownership of Class B common

concentration of voting power in holders of our Class B common stock, even at less than a majority of the total voting power, may continue

to influence corporate matters, including the election of directors, amendments of our organizational documents, and the approval of

mergers, consolidations, sales of all or substantially all of our assets, or other major corporate transactions requiring stockholder

In addition, this concentration of voting power may discourage unsolicited acquisition proposals or offers for our capital

stock that you may believe are in your best interest as a stockholder.

As a result, this concentration of voting power 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 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.

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

the aggregate, beneficially own 71.03% 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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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