What changed in this filing

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Item 1A. Risk Factors

2025-02-04 compared with 2024-03-29 · 192 added, 139 removed, 1079 unchanged (23% of the section changed)

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you could lose part or all of your investment.

business is subject to numerous risks and uncertainties that you should consider before investing in our company.

You should carefully

consider all of the risks described more fully in the section titled “Risk Factors” in this Annual Report on page 19,

before deciding to invest in our common stock.

If any of these risks actually occurs, our business, financial condition and results of

operations would likely be materially adversely affected.

factors that could cause actual results or events to differ materially, but are not limited to, the following:

use of the net proceeds from this offering;

ability to obtain and maintain regulatory approval of our product candidates;

ability to successfully commercialize and market our product candidates, if approved by the FDA;

ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately;

potential market size, opportunity, and growth potential for our product candidates, if approved by the FDA;

ability to obtain additional funding for our operations and development activities;

accuracy of our estimates regarding expenses, capital requirements and needs for additional financing;

initiation, timing, progress and results of our pre-clinical studies and clinical trials, and our research and development programs;

timing of anticipated regulatory filings;

timing of availability of data from our clinical trials;

future expenses, capital requirements, need for additional financing, and the period over which we believe that the net proceeds

from this offering, together with our existing cash and cash equivalents, will be sufficient to fund our operating expenses and capital

expenditure requirements;

ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

ability to advance product candidates into, and successfully complete, clinical trials;

ability to recruit and enroll suitable patients in our clinical trials;

timing or likelihood of the accomplishment of various scientific, clinical, regulatory, and other product development objectives;

pricing and reimbursement of our product candidates, if approved by the FDA;

rate and degree of market acceptance of our product candidates, if approved by the FDA;

implementation of our business model and strategic plans for our business, product candidates, and technology;

scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;

relating to our competitors and our industry;

development of major public health concerns, including the novel coronavirus outbreak or other pandemics arising globally, and the

future impact of it and COVID-19 on our clinical trials, business operations and funding requirements;

risks and factors listed under “Risk Factors” and elsewhere in this prospectus.

Related to Our Intellectual Property

depend on rights to Telomir-1 that are or will be licensed to us.

may not be able to adequately protect our product candidates or our proprietary technology in the marketplace.

third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual

property, our operating profits could be adversely affected.

have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been

granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions.

Related to Our Operations and Financial Condition

are an early development-stage company with no revenues and our financial condition raises substantial

doubt as to our ability to continue as a going concern .

we have a limited operating history, you may not be able to accurately evaluate our operations.

will need to raise additional financing for the continuation of our operations.

operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues

and succeed overall.

have yet to achieve a profit and will not achieve a profit in the near future, if at all.

of our executive officers are not be employed by us on a full-time basis.

of interest may arise between us and MIRALOGX.

Relating to Our Business and Our Industry

future success will largely depend on the success of Telomir-1 and any future product candidates, which development will require significant

capital resources and years of clinical development effort.

are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized.

of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results.

have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement

capabilities, and we may not be able to successfully commercialize any of our product candidates if they are approved in the future.

will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in managing

our growth and executing our growth strategy.

expect to face intense competition, often from companies with greater resources and experience than we have.

have significant and increasing liquidity needs and may require additional funding.

Related to Development and Regulatory Approval of Our Product Candidates

trials for our product candidates are expensive, time-consuming, uncertain, and susceptible to change, delay or termination.

of clinical trials are open to differing interpretations.

failure by us to comply with existing regulations could harm our reputation and operating results.

regulatory approval processes with the FDA are lengthy and inherently unpredictable.

is a high rate of failure for drug candidates proceeding through clinical trials.

Related to Our Reliance Upon Third Parties

rely on, and expect to continue to rely on, third parties to conduct clinical trials for our product candidates.

existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect

our ability to develop and commercialize our product candidates.

Relating to the Ownership of Our Common Stock

of the speculative nature of an investment in our company, you may lose your entire investment.

of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain

actions requiring stockholder vote.

Related to Our Intellectual Property

depend on rights to Telomir-1 that are or will be licensed to us.

We do not own the intellectual property rights to Telomir-1 and any

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rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

we do not own the rights to the intellectual property and technology that will be used to commercially develop our initial product

candidate, TELOMIR-1.

MIRALOGX, which is a separate intellectual property development company owned by a trust established by the

Company’s founder, holds the patent rights to TELOMIR-1, which are currently comprised of a pending non-provisional patent

Pending the issuance of the non-provisional patent application, we will have an exclusive, license from MIRALOGX to

develop and commercialize TELOMIR-1 in the U.S.

we do not own the rights to the intellectual property and technology that will be used to commercially develop our initial product candidate,

MIRALOGX, which is a separate intellectual property development company owned by a trust established by the Company’s

founder, holds the patent rights to Telomir-1, which are currently comprised of a pending non-provisional patent application.

the issuance of the non-provisional patent application, we will have an exclusive, license from MIRALOGX to develop and commercialize

Telomir-1 in the U.S.

for human and non-human applications.

The term of the license will continue through

the date of the expiration of the last-to-expire licensed patent or, if later, the date of the expiration of the last strategic

partnership/sublicensing agreement covering the licensed products.

The term of the license will continue through the date of the expiration

of the last-to-expire licensed patent or, if later, the date of the expiration of the last strategic partnership/sublicensing agreement

covering the licensed products.

The licensed patent rights are expected to extend through 2043.

We expect additional patent terms may be awarded, including additional patent terms based on the time for regulatory review of drug

There are no up-front, execution, or milestone payments required under the license agreement.

Further, no payments have

been made to date under the agreement.

We are also required to pay an 8% royalty on net sales or revenue in exchange for an

exclusive, worldwide license to patent rights, and we may bring suit in our own name to enforce our patent rights under the license

In the event we are unable to enforce our rights under the agreement or are unable to detect unauthorized use of our

intellectual property, we may lose the benefit of the licensed rights used to commercially develop TELOMIR-1.

MIRALOGX will control

the prosecution of the patent applications for TELOMIR-1.

We expect additional patent terms may

be awarded, including additional patent terms based on the time for regulatory review of drug products.

There are no up-front, execution,

or milestone payments required under the license agreement.

Further, no payments have been made to date under the agreement.

required to pay an 8% royalty on net sales or revenue in exchange for an exclusive, worldwide license to patent rights, and we may bring

suit in our own name to enforce our patent rights under the license agreement.

In the event we are unable to enforce our rights under

the agreement or are unable to detect unauthorized use of our intellectual property, we may lose the benefit of the licensed rights used

to commercially develop Telomir-1.

MIRALOGX will control the prosecution of the patent applications for Telomir-1.

third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual

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guarantee that our product candidates, or our commercialization thereof, does not and will not infringe any third party’s intellectual

have been granted a license to the right to develop TELOMIR-1 in the United States in human application, but we have not been granted

a license to the rights to patents covering TELOMIR-1 in foreign jurisdictions.

have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been

granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions.

have been granted a license to the right to develop Telomir-1 in the United States but not in countries outside the United States, as

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It is for these reasons substantial doubt about our ability to continue as a going concern exists and an

explanatory paragraph relating to our ability to continue as a going concern can be found within the report of our independent accounting

firm on our audited financial statements for the fiscal year ended December 31, 2023.

explanatory paragraph relating to our ability to continue as a going concern can be found within the report of our independent registered

public accounting firm on our audited financial statements for the fiscal year ended December 31, 2024.

seek to overcome the circumstances that impact our ability to remain a going concern in the future through the growth of revenues with

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We expect that adequate resources are available to fund our operations and initial clinical development

programs midway through the fourth quarter of 2024.

We will require further funding to fully implement our business plan to its fullest

potential and achieve our growth plans.

There is no assurance that any additional financing will be available or if available, on terms

that will be acceptable to us.

programs midway through the first quarter of 2026.

We will require further funding to fully implement our business plan

to its fullest potential and achieve our growth plans.

There is no assurance that any additional financing will be available or if available,

on terms that will be acceptable to us.

failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue

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cash flows, none of which can be assured.

of our executive officers will not be employed by us on a full-time basis.

Christopher Chapman, our Chief Executive Officer and Chairman of our board of directors, will not be employed by our company on a full-time

As intended to be provided in his employment agreement with our company, he is expected to work on a part-time and as-needed basis.

Because he will not work full time for our company, instances may occur where he may not be immediately available to provide solutions

to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business.

he can become subject to conflicts of interest because he devotes part of his working time to other business endeavors and may have responsibilities

to other entities.

Chapman is aware of his duties and accountability to our company and to applicable laws and policies

relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote

to our affairs, as well as what business opportunities should be presented to us.

of our directors and officers may have actual or potential conflicts of interest because of their positions with other companies.

Christopher Chapman, our Chief Executive Officer and Chairman of our board of directors, will continue to serve as a director, President,

and Chief Medical Officer of MyMD Pharmaceuticals, Inc.

Chapman is not a full-time employee of MyMD,

it is possible that the amount of time that they expend on their work for other companies may adversely impact the amount of time that

they can spend on their work for our company.

These persons may also own or acquire shares of MyMD or other related companies, including

common stock and options to purchase such common stock.

Their respective positions at MyMD, as applicable, and the ownership of any equity

or equity awards of MyMD or other companies, as applicable, creates, or may create the appearance of, conflicts of interest when these

individuals are faced with decisions that could have different implications for MyMD than the decisions have for us.

of our executive officers are not employed by us on a full-time basis.

Aminov, our Chief Executive Officer and Chairman of our board of directors, is not employed by our company on a full-time basis.

to be provided in his employment agreement with our company, he works on a part-time and as-needed basis.

Because he does not work full

time for our company, instances may occur where he may not be immediately available to provide solutions to problems or address concerns

that arise in the course of us conducting our business and thus adversely affect our business.

In addition, he can become subject to

conflicts of interest because he devotes part of his working time to other business endeavors and may have responsibilities to other

Aminov is aware of his duties and accountability to our company and to applicable laws and policies relating to

corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs,

as well as what business opportunities should be presented to us.

Yanez, our Chief Financial Officer, is not employed by our company on a full-time basis.

As intended to be provided in her employment

agreement with our company, she works on a part-time and as-needed basis.

Because she does not work full time for our company, instances

may occur where she may not be immediately available to provide solutions to problems or address concerns that arise in the course of

us conducting our business and thus adversely affect our business.

In addition, she can become subject to conflicts of interest because

she devotes part of her working time to other business endeavors and may have responsibilities to other entities.

Although Mrs.

is aware of her duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts

of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities

should be presented to us.

of interest may arise between us and MIRALOGX.

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The Bay Shore Trust is also our largest stockholder.

Additionally, our former General Counsel and director, Christos

Nicholoudis, performs certain consulting work for MIRALOGX through his law firm, The Law Firm of Christos Nicholoudis PLLC, on an as-needed

We have an exclusive license from MIRALOGX to develop and commercialize TELOMIR-1 in the U.S.

We have an exclusive license from MIRALOGX to develop and commercialize

Telomir-1 in the U.S.

for human and non-human applications.

Although the interests of MIRALOGX are 100% owned by the Bay Shore Trust, and neither Mr.

Williams nor Mr.

Nicholoudis is an officer

or director of MIRALOGX and Mr.

Williams does not have voting or dispositive power over the shares of our company held by Bay Shore Trust,

our relationship with the Bay Shore Trust, Mr.

Williams, or Mr.

Nicholoudis may create, or may create the appearance of, conflicts of

interest when we are faced with decisions that could have different implications for MIRALOGX than the decisions have for us.

in light of the license agreement that we have with MIRALOGX, if a dispute were to arise between MIRALOGX and us relating to our past

or future relationship with MIRALOGX or with respect to intellectual property matters, these potential conflicts of interest may make

it more difficult for us to favorably resolve such disputes.

Although the interests of MIRALOGX are 100% owned by the Bay Shore Trust,

Williams is not an officer or director of MIRALOGX and Mr.

Williams does not have voting or dispositive power over the shares

of our company held by Bay Shore Trust, our relationship with the Bay Shore Trust, Mr.

Williams may create, or may create the appearance

of, conflicts of interest when we are faced with decisions that could have different implications for MIRALOGX than the decisions have

Furthermore, in light of the license agreement that we have with MIRALOGX, if a dispute were to arise between MIRALOGX and us

relating to our past or future relationship with MIRALOGX or with respect to intellectual property matters, these potential conflicts

of interest may make it more difficult for us to favorably resolve such disputes.

Relating to Our Business and Our Industry

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Furthermore, certain product candidates may perform satisfactorily

in pre-clinical studies and clinical trials, but nonetheless fail to obtain FDA approval or appropriate approvals by the appropriate

regulatory authorities in other countries.

If we fail to produce positive results in our clinical trials for our product candidates,

the development timeline and regulatory approval and commercialization prospects for them and as a result our business and financial

prospects, would be materially adversely affected.

in pre-clinical studies and clinical trials but nonetheless fail to obtain FDA approval or appropriate approvals by the appropriate regulatory

authorities in other countries.

If we fail to produce positive results in our clinical trials for our product candidates, the development

timeline and regulatory approval and commercialization prospects for them and as a result our business and financial prospects, would

be materially adversely affected.

have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement

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For the year ended December 31, 2023, we

reported a net operating cash outflow of $0.5 million and a net cash inflow from investing activities of $0.5 million.

reported a net operating cash outflow of $3.9 million and a net cash inflow from financing activities of $3.9 million.

and development, and general and administrative expenses, and cash used for operations will continue to be significant and may increase

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amount and timing of our future funding requirements will depend on many factors, including, but not limited to:

the timing of FDA approval, if any, and approvals in international markets of our product candidates, if at all;

the timing and amount of revenue from sales of our products, or revenue from grants or other sources;

The rate of progress and cost of our clinical trials and other product development programs;

costs of establishing or outsourcing sales, marketing, and distribution capabilities;

costs and timing of completion of expanded in-house manufacturing facilities as well as any outsourced commercial manufacturing supply arrangements for our product candidates;

costs of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights associated with our product candidates;

the effect of competing technological and market developments;

personnel, facilities, and equipment requirements;

the terms and timing of any additional collaborative, licensing, co-promotion, or other arrangements that we may establish.

timing of FDA approval, if any, and approvals in international markets of our product candidates, if at all;

timing and amount of revenue from sales of our products, or revenue from grants or other sources;

rate of progress and cost of our clinical trials and other product development programs;

of establishing or outsourcing sales, marketing, and distribution capabilities;

and timing of completion of expanded in-house manufacturing facilities as well as any outsourced commercial manufacturing supply

arrangements for our product candidates;

of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights associated with our product

effect of competing technological and market developments;

facilities, and equipment requirements;

terms and timing of any additional collaborative, licensing, co-promotion, or other arrangements that we may establish.

we expect to fund our future capital requirements from several sources including existing cash balances, future cash flows from operations

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business and may damage our reputation, any of which could adversely affect our business, financial condition and results of operations.

events and global economic conditions, such as the Israel-Hamas war may impact the third parties that we engage to supply materials or

manufacture any products for our preclinical tests and clinical trials, which increases the risk of potential delay of development efforts,

as applicable.

the third parties that we engage to supply any materials or manufacture any products for our preclinical tests and clinical trials should

cease to continue to do so for any reason, including due to the effects of global economic conditions, including the Hamas-Israel war,

we likely would experience delays in advancing these tests and trials while we identify and qualify replacement suppliers or manufacturers,

as applicable, and we may be unable to obtain replacement supplies on terms that are favorable to us.

In addition, if we are not able

to obtain adequate supplies of our product, or the substances used to manufacture them, it will be more difficult for us to develop our

product and compete effectively.

current and anticipated dependence upon third-party suppliers may adversely affect our ability to develop our product, and product candidates

and could delay our clinical trials and development programs as well as affect our marketing and commercialization efforts.

such dependence may increase our costs and expenses, and may otherwise harm our operations and financial condition

Related to Development and Regulatory Approval of Our Product Candidates

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in compliance with cGMP or other regulatory requirements could adversely affect our business in a number of ways, including:

inability to initiate or complete clinical trials of TELOMIR-1 or any future product candidates

in a timely manner;

in submitting regulatory applications, or receiving marketing approvals, for TELOMIR-1 or

any future product candidates;

third-party manufacturing facilities or our potential future manufacturing facilities to

additional inspections by regulatory authorities;

● requirements

inability to initiate or complete clinical trials of Telomir-1 or any future product candidates in a timely manner;

in submitting regulatory applications, or receiving marketing approvals, for Telomir-1 or any future product candidates;

third-party manufacturing facilities or our potential future manufacturing facilities to additional inspections by regulatory authorities;

to cease development or to recall batches of Telomir-1 or any future product candidates;

the event of approval to market and commercialize TELOMIR-1 or any future product candidates,

an inability to meet commercial demands for TELOMIR-1 or any future product candidates.

the event of approval to market and commercialize Telomir-1 or any future product candidates, an inability to meet commercial demands

for Telomir-1 or any future product candidates.

addition, we do not have any long-term commitments or supply agreements with any third-party manufacturers.

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with third-party manufacturers, reliance on third-party manufacturers entails additional risks, including:

of third-party manufacturers to comply with regulatory requirements and maintain quality

of third-party manufacturers to comply with regulatory requirements and maintain quality assurance;

of the manufacturing agreement by the third party;

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of our proprietary information, including any potential trade secrets and know-how;

● termination

or nonrenewal of the agreement by the third party at a time that is costly or inconvenient

or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us.

performance failure on the part of our existing or future manufacturers could delay clinical development or marketing approval or jeopardize

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and competitive basis.

expect to rely on third parties to conduct our pre-clinical trials and those third parties may not perform satisfactorily, including

failing to meet deadlines for the completion of such trials or failing to comply with regulatory requirements or our pre-clinical protocols.

currently rely on Contract Research Organizations (“CROs”) to conduct our pre-clinical trials, as we currently do not plan

to independently conduct pre-clinical trials of any of our product candidates.

Our agreements with these CROs, and other third parties

might terminate for a variety of reasons, including a failure to perform by the third parties to such agreements.

If we were ever to

need to enter into alternative arrangements or if we were to need to change a CRO for an ongoing pre-clinical trial, we might experience

delays in our pre-clinical development activities.

existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect

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in seeking appropriate collaborators and the terms of any collaboration or other arrangements that we may establish may not be favorable

existing or future collaboration entered into may not allow us to achieve our goals for such collaboration on a timely basis

existing or future collaboration entered into may not allow us to achieve our goals for such collaboration on a timely basis or at all.

Our collaboration arrangements will depend heavily on the efforts and activities of our collaborators.

Collaborators

generally have significant discretion in determining the efforts and resources that they will apply to these collaborations.

Disagreements between parties to a collaboration arrangement regarding development, intellectual property, regulatory or

commercialization matters can lead to delays in the development process or commercialization of the applicable product candidate

and, in some cases, termination of the collaboration arrangement.

These disagreements can be difficult to resolve if neither of the

parties has final decision-making authority.

Any such termination or expiration could harm our business reputation and may adversely

affect us financially.

Collaborators generally have significant

discretion in determining the efforts and resources that they will apply to these collaborations.

Disagreements between parties to a

collaboration arrangement regarding development, intellectual property, regulatory or commercialization matters can lead to delays in

the development process or commercialization of the applicable product candidate and, in some cases, termination of the collaboration

These disagreements can be difficult to resolve if neither of the parties has final decision-making authority.

termination or expiration could harm our business reputation and may adversely affect us financially.

depend on a limited number of suppliers for materials and components required to manufacture our product candidates.

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Relating to the Ownership of Our Common Stock

sales of our common stock, or the perception that future sales may occur, may cause the market price of our common stock to decline,

even if our business is doing well.

of substantial amounts of our common stock in the public market after our IPO, or the perception that these sales may occur, could materially

and adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional equity

Those shares of common stock sold in our IPO will be freely tradable, without restriction, in the public market, except for

any shares sold to our affiliates.

the date of the IPO, when 1,000,000 shares of common stock became publicly tradable, approximately 23,891,902 additional shares of common

stock were subject to “lock-up” agreements entered into in connection with the IPO, are or will become eligible to be sold

in the public market by existing stockholders by February 9, 2025 as a result of Rule 144 of the Securities Act, subject to volume and

other limitations imposed under the federal securities laws.

Furthermore, additional shares of our common stock may be publicly tradable

as a result of exercises of stock options and restricted stock units (RSUs) under the 2023 Omnibus Incentive Plan.

Sales of substantial

amounts of our common stock in the public market after the completion of the IPO, or the perception that such sales could occur, could

adversely affect the market price of our common stock and could materially impair our ability to raise capital through offerings of our

common stock.

of the speculative nature of an investment in our company, you may lose your entire investment.

investment in our securities carries a high degree of risk and should be considered as a speculative investment.

We have a very

limited operating history, are in the pre-clinical stage of development of our product candidate, have never generated revenues,

have not paid dividends, and are unlikely to pay dividends in the immediate or near future.

The likelihood of our being able to

achieve our goals and run our business must be considered in light of the problems, expenses, difficulties, complications and delays

frequently encountered in connection with the establishment of early-stage biotechnology companies.

An investment in our securities

may result in the loss of the entirety of such investment.

Only stockholders and potential stockholders who are experienced in

high-risk investments and who can afford to lose their entire investment should consider an investment in our securities.

We have a very limited

operating history, are in the pre-clinical stage of development of our product candidate, have never generated revenues, have not paid

dividends, and are unlikely to pay dividends in the immediate or near future.

The likelihood of our being able to achieve our goals and

run our business must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered

in connection with the establishment of early-stage biotechnology companies.

An investment in our securities may result in the loss of

the entirety of such investment.

Only stockholders and potential stockholders who are experienced in high-risk investments and who can

afford to lose their entire investment should consider an investment in our securities.

of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain

actions requiring stockholder vote.

founding stockholders, which include two trusts for the benefit of the family of our founder Johnnie R.

founding stockholders, which include five trusts for the benefit of the family of our founder Johnnie R.

Williams, Sr., as well as MIRALOGX,

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Generally, brokers are less

willing to effect transactions in penny stocks due to these additional delivery requirements.

willing to affect transactions in penny stocks due to these additional delivery requirements.

These requirements may make it more difficult

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limits the ability of minority shareholders to elect director candidates;

will only be able to be removed for cause;

directors will only be able to be removed for cause;

amended and restated articles of incorporation authorizes undesignated preferred stock, the terms of which may be established and

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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