What changed in this filing

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Item 1A. Risk Factors

2024-08-14 compared with 2024-05-15 · 25 added, 33 removed, 16 unchanged (78% of the section changed)

than as set for below, there have been no material changes to the risk factors set forth in the section titled “Risk Factors”

included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024 (our “Annual

Our business involves significant risks.

You should carefully consider the risks and uncertainties described in our Annual

Report, together with all of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial

statements and related notes as disclosed in our Annual Report.

The risks and uncertainties described in our Annual Report are not the

only ones we face, and additional risk and uncertainties that we are unaware of or that we deem immaterial may also become important factors

that adversely affect our business.

The realization of any of these risks and uncertainties could have a material adverse effect on our

reputation, business, financial condition, results of operations, growth and future prospects as well as our ability to accomplish our

strategic objectives.

Other than as set for below,

there have been no material changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual

Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024 (our “Annual Report”).

involves significant risks.

You should carefully consider the risks and uncertainties described in our Annual Report, together with all

of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related

notes as disclosed in our Annual Report.

The risks and uncertainties described in our Annual Report are not the only ones we face, and

additional risk and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect

our business.

The realization of any of these risks and uncertainties could have a material adverse effect on our reputation, business,

financial condition, results of operations, growth and future prospects as well as our ability to accomplish our strategic objectives.

In that event, the market price of our common shares could decline and you could lose part or all of your investment.

3 unchanged sentences

In such an event, the amount of cash available for distribution to our stockholders will depend heavily

on the timing of such liquidation as well as the amount of cash that must be reserved for commitments and contingent liabilities, as to

which we can give you no assurance.

on the timing of such liquidation as well as the amount of cash that must be reserved for commitments and contingent liabilities, as

to which we can give you no assurance.

There can be no assurance

5 unchanged sentences

while pursuing a financing, improved operations, or a strategic transaction.

In addition, if our board of directors were to approve and

recommend a dissolution and liquidation of our company, we would be required under British Columbia corporate law to pay our outstanding

obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation

to stockholders.

Our commitments and contingent liabilities may include obligations under our employment and related agreements with certain

employees that provide for severance and other payments following a termination of employment occurring for various reasons, including

a change in control of our company, litigation against us, and other various claims and legal actions arising in the ordinary course of

business, and other unexpected and/or contingent liabilities.

As a result of this requirement, a portion of our assets would need to be

reserved pending the resolution of such obligations.

In addition, we may be subject

to litigation or other claims related to a dissolution and liquidation of our company.

If a dissolution and liquidation were to be pursued,

our board of directors, in consultation with our advisors, would need to evaluate these matters and make a determination about a reasonable

amount to reserve.

Accordingly, holders of our common stock could lose all or a significant portion of their investment in the event of

a liquidation, dissolution or winding up of our company.

A liquidation would be a lengthy and uncertain process with no assurance of any

value ever being returned to our stockholders.

As of June 30, 2024, the Company has not achieved positive

cash flow from operations and is not able to finance day to day activities through operations and as such, there is substantial doubt

as to the Company’s ability to continue as a going concern.

In addition, we may be subject to litigation or other claims related

to a dissolution and liquidation of our Company.

If a dissolution and liquidation were to be pursued, our board of directors, in consultation

with our advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve.

Accordingly, holders

of our common stock could lose all or a significant portion of their investment in the event of a liquidation, dissolution or winding

up of our Company.

A liquidation would be a lengthy and uncertain process with no assurance of any value ever being returned to our stockholders.

Unregistered Sales of Equity Securities and Use of Proceeds

3 unchanged sentences

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