What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-03-31 · 864 added, 863 removed, 47 unchanged (97% of the section changed)

An investment in our securities

carries a significant degree of risk.

You should carefully consider the following risks, as well as the other information contained in

this Annual Report, including our historical consolidated financial statements and related notes included elsewhere in this Annual Report,

before you decide to purchase our securities.

Any one of these risks and uncertainties has the potential to cause material adverse effects

on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking

statements expressed by us and a significant decrease in the value of our common shares and warrants.

Refer to “Cautionary Note

Regarding Forward-Looking Statements.”

We may not be successful

in preventing the material adverse effects that any of the following risks and uncertainties may cause.

These potential risks and uncertainties

may not be a complete list of the risks and uncertainties facing us.

There may be additional risks and uncertainties that we are presently

unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us.

lose all or a significant portion of your investment due to any of these risks and uncertainties.

Risks Related to Our Business

As we have incurred recurring losses and

negative operating cash flows since our inception, and there is no assurance that we will be able to continue as a going concern absent

additional financing, which we may not be able to obtain on favorable terms or at all.

We have incurred net losses

since our incorporation in 2016 and we cannot be certain if or when we will produce sufficient revenue from our operations to support

Even if profitability is achieved in the future, we may not be able to sustain profitability on a consistent basis.

to continue to incur substantial losses and negative cash flow from operations for the foreseeable future.

Our future is dependent upon

our ability to obtain financing and upon future profitable operations from the sale of our existing and future products.

Our ability to obtain additional

financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment.

are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue

our operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on

our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional

funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or

other alternatives that would likely result in our stockholders losing some or all of their investment in us.

We do not have any credit facilities

as a source of future funds, and there can be no assurance that we will be able to raise sufficient additional capital on acceptable terms,

We may seek additional capital through a combination of private and public equity offerings, debt financings and strategic

collaborations.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of

our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to

those of existing stockholders.

Debt financing, if obtained, may involve agreements that include covenants limiting or restricting our

ability to take specific actions, such as incurring additional debt, could increase our expenses and require that our assets secure such

investment in our securities carries a significant degree of risk.

You should carefully consider the following risks, as well as the

other information contained in this Annual Report, including our historical consolidated financial statements and related notes included

elsewhere in this Annual Report, before you decide to purchase our securities.

Any one of these risks and uncertainties has the potential

to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results

to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares.

Refer to “Cautionary Note Regarding Forward-Looking Statements.”

may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause.

These potential

risks and uncertainties may not be a complete list of the risks and uncertainties facing us.

There may be additional risks and uncertainties

that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse

effect on us.

You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Related to Our Business

we have incurred recurring losses and negative operating cash flows since our inception, and there is no assurance that we will be able

to continue as a going concern absent additional financing, which we may not be able to obtain on favorable terms or at all.

have incurred net losses since our incorporation in 2016 and we cannot be certain if or when we will produce sufficient revenue from

our operations to support our costs.

Even if profitability is achieved in the future, we may not be able to sustain profitability on

a consistent basis.

We expect to continue to incur substantial losses and negative cash flow from operations for the foreseeable future.

Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale of our existing and

future products.

ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance

and investor sentiment.

If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly

delay, scale back or discontinue our operations or obtain funds by entering into agreements on unattractive terms, which would likely

have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships,

at least until additional funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek

bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their investment in us.

do not have any credit facilities as a source of future funds, and there can be no assurance that we will be able to raise sufficient

additional capital on acceptable terms, or at all.

We may seek additional capital through a combination of private and public equity

offerings, debt financings and strategic collaborations.

If we raise additional funds through the issuance of equity or convertible debt

securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights,

preferences or privileges senior to those of existing stockholders.

Debt financing, if obtained, may involve agreements that include

covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, could increase our expenses

and require that our assets secure such debt.

Moreover, any debt we incur must be repaid regardless of our operating results.

We are an early, commercial-stage company with a limited operating

We were incorporated in 2016

and we have had limited sales to date.

As such, we have limited historical financial data upon which to base our projected revenue, planned

operating expenses or upon which to evaluate our business and our commercial prospects.

Based on our limited experience in developing

and marketing our existing products and services as well as launching new products, we may not be able to effectively:

drive adoption of our current and future products and services;

attract and retain customers for our products and services;

provide appropriate levels of customer training and support for our products and services;

implement an effective marketing strategy to promote awareness of our products and services;

develop, manufacture and commercialize new products or achieve an acceptable return on our manufacturing or research and development efforts and expenses;

anticipate and adapt to changes in our market or predict future performance;

accommodate customer expectations and demands with respect to our products and services;

grow our market share by marketing and selling our products and services to new and additional market segments;

maintain and develop strategic relationships with vendors to acquire necessary information to our existing or future products and services;

adapt or scale our activities to meet potential demand at a reasonable cost;

avoid infringement and misappropriation of third-party intellectual property;

obtain any necessary licenses to third-party intellectual property on commercially reasonable terms;

obtain valid and enforceable patents that give us a competitive advantage;

protect our proprietary technology;

attract, retain and motivate qualified personnel.

If our products and services fail to achieve

and sustain sufficient market acceptance, we will not generate expected revenue and our business may not succeed.

We cannot be sure that our

current or future services will gain acceptance in the marketplace at levels sufficient to support our costs.

We must successfully develop

and commercialize our technology for use in a variety of applications.

Even if we are able to implement our technology and develop products

successfully, we and/or our sales and distribution partners may fail to achieve or sustain market acceptance of our products across the

full range of our intended applications.

We have a relatively limited operating history

and limited revenues to date and thus are subject to risks of business development and you have only a limited basis on which to evaluate

our ability to achieve our business objective.

Because we have a relatively

limited operating history and limited revenues to date, you should consider and evaluate our operating prospects in light of the risks

and uncertainties frequently encountered by early-stage operating companies in rapidly evolving markets.

These risks include:

that we may not have sufficient capital to achieve our growth strategy;

that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

that our growth strategy may not be successful;

that fluctuations in our operating results will be significant relative to our revenues.

Our future growth will depend

substantially on our ability to address these and the other risks described in this section.

If we do not successfully address these risks,

our business could be significantly harmed.

are an early, commercial-stage company with a limited operating history.

were incorporated in 2016 and we have had limited sales to date.

As such, we have limited historical financial data upon which to base

our projected revenue, planned operating expenses or upon which to evaluate our business and our commercial prospects.

Based on our limited

experience in developing and marketing our existing products and services as well as launching new products, we may not be able to effectively:

drive adoption of our current

and future products and services;

attract and retain customers

for our products and services;

provide appropriate levels

of customer training and support for our products and services;

implement an effective

marketing strategy to promote awareness of our products and services;

develop, manufacture and

commercialize new products or achieve an acceptable return on our manufacturing or research and development efforts and expenses;

anticipate and adapt to

changes in our market or predict future performance;

accommodate customer expectations

and demands with respect to our products and services;

grow our market share by

marketing and selling our products and services to new and additional market segments;

maintain and develop strategic

relationships with vendors to acquire necessary information to our existing or future products and services;

adapt or scale our activities

to meet potential demand at a reasonable cost;

avoid infringement and

misappropriation of third-party intellectual property;

obtain any necessary licenses

to third-party intellectual property on commercially reasonable terms;

obtain valid and enforceable

patents that give us a competitive advantage;

protect our proprietary

attract, retain and motivate

qualified personnel.

our products and services fail to achieve and sustain sufficient market acceptance, we will not generate expected revenue and our business

may not succeed.

cannot be sure that our current or future services will gain acceptance in the marketplace at levels sufficient to support our costs.

We must successfully develop and commercialize our technology for use in a variety of applications.

Even if we are able to implement

our technology and develop products successfully, we and/or our sales and distribution partners may fail to achieve or sustain market

acceptance of our products across the full range of our intended applications.

have a relatively limited operating history and limited revenues to date and thus are subject to risks of business development and you

have only a limited basis on which to evaluate our ability to achieve our business objective.

we have a relatively limited operating history and limited revenues to date, you should consider and evaluate our operating prospects

in light of the risks and uncertainties frequently encountered by early-stage operating companies in rapidly evolving markets.

risks include:

that we may not have sufficient

capital to achieve our growth strategy;

that we may not develop

our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

that our growth strategy

may not be successful;

that fluctuations in our

operating results will be significant relative to our revenues.

future growth will depend substantially on our ability to address these and the other risks described in this section.

If we do not successfully

address these risks, our business could be significantly harmed.

To date, we have had minimal revenues.

Even if we do achieve profitability, we cannot predict

the level of such profitability.

If we continue to sustain losses over an extended period of time, we may be unable to continue our business.

Our recent organizational changes and cost

cutting measures are beginning to show promise, however may not be successful.

Since January 2024, we have

strategically realigned the focus of the business.

To achieve this, we changed our operating team, fostering a new energy and growth mindset

to the company.

This initiative began in June of 2024 with the addition of the new interim CEO and CFO.

The CFO was made permanent later

in the year and the then CEO completed their tasks and transitioned to a new position, installing a new and permanent CEO to steer the

company into the future.

This new management team since taking over, has opened new offices and a sales team in Brazil and has a clear

vision to grow the company in this market, whilst renewing existing contracts with existing and prior customers in the US.

exciting time for Versus and the company is making headway in its new strategy implementation.

Although changes to date have been positive,

we may also discover the prior major reductions in workforce and cost cutting measures may make it difficult for us to resume development

activities we have suspended or pursue new initiatives, requiring us to hire qualified replacement personnel, which may require us to

incur additional and unanticipated costs and expenses.

As a result of the loss of services of a

significant percentage of our personnel, including nearly all of our full-time engineering staff, we may be unable to continue our operations

and meet our ongoing obligations.

Any of these unintended consequences will likely have a material adverse impact on our business, financial

condition, and results of operations.

Future acquisitions or strategic investments

could disrupt our business and harm our business, results of operations or financial condition.

We may in the future explore

potential acquisitions of companies or strategic investments to strengthen our business, including those of businesses larger than ours.

Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition,

and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business.

Acquisitions involve numerous

risks, any of which could harm our business, including:

straining our financial resources to acquire a company;

anticipated benefits may not materialize as rapidly as we expect, or at all;

diversion of management time and focus from operating our business to address acquisition integration challenges;

retention of employees from the acquired company or from our company;

cultural challenges associated with integrating employees from the acquired company into our organization;

integration of the acquired company’s accounting, management information, human resources and other administrative systems;

the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;

litigation or other claims in connection with the acquired company, including claims from terminated employees, former shareholders or other third parties.

Failure to appropriately mitigate

these risks or other issues related to such strategic investments and acquisitions could result in reducing or completely eliminating

any anticipated benefits of transactions, and harm our business generally.

Future acquisitions could also result in dilutive issuances

of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of

which could have a material adverse effect on our business, results of operations or financial condition.

We may require additional funding for our

growth plans, and such funding may result in a dilution of your investment.

We attempted to estimate our

funding requirements in order to implement our growth plans.

If the costs of implementing such plans should exceed these estimates significantly

or if we come across opportunities to grow through expansion plans that cannot be predicted at this time, and our funds generated from

our operations prove insufficient for such purposes, we may need to raise additional funds to meet these funding requirements.

These additional funds may

be raised by issuing equity or debt securities or by borrowing from banks or other resources.

We cannot assure you that we will be able

to obtain any additional financing on terms that are acceptable to us, or at all.

If we fail to obtain additional financing on terms that

are acceptable to us, we will not be able to implement such plans fully if at all.

Such financing even if obtained, may be accompanied

by conditions that limit our ability to pay dividends or require us to seek lenders’ consent for payment of dividends, or restrict

our freedom to operate our business by requiring lender’s consent for certain corporate actions.

Further, if we raise additional

funds by way of a rights offering or through the issuance of new shares, any shareholders who are unable or unwilling to participate in

such an additional round of fund raising may suffer dilution in their investment.

We may not have sufficient capital to fund

our ongoing operations, effectively pursue our strategy or sustain our initiatives.

Our remaining liquidity and

capital resources may not be sufficient to allow us to fund our ongoing operations, effectively pursue our strategy or sustain our initiatives.

The report of our independent registered public accounting firm on our consolidated financial statements for the years ended December

31, 2024 and 2023 stated that our recurring losses from operations, accumulated deficit as of December 31, 2024, inability to achieve

positive cash flows from operations and inability to fund day to day activities through operations indicates that a material uncertainty

exists that may cast significant doubt on our ability to continue as a going concern.

If we require additional capital resources, we may

seek such funds directly from third party sources;

however, we may not be able to obtain sufficient equity capital and/or debt financing

from third parties to allow us to fund our expected ongoing operations or we may not be able to obtain such equity capital or debt financing

on acceptable terms or conditions.

Factors affecting the availability of equity capital or debt financing to us on acceptable terms and

conditions include:

our current and future financial results and position;

the collateral availability of our otherwise unsecured assets;

the market’s, investors’ and lenders’ view of our industry and products;

the perception in the equity and debt markets of our ability to execute our business plan or achieve our operating results expectations;

the price, volatility and trading volume and history of our common shares.

If we are unable to obtain

the equity capital or debt financing necessary to fund our ongoing operations, pursue our strategy and sustain our initiatives, we may

be forced to scale back our operations even further or our expansion initiatives, and our business and operating results will be materially

adversely affected.

Our operations are significantly dependent

on changes in public and customer tastes and discretionary spending patterns.

Our inability to successfully anticipate customer preferences

or to gain popularity for games may negatively impact our profitability.

Our success depends significantly

on public and customer tastes and preferences, which can be unpredictable.

If we are unable to successfully anticipate customer preferences

or increase the popularity of the games that have embedded at our platforms, the revenue and overall customer expenditures may fail to

be realized, and thereby negatively impact our profitability.

In response to such developments, we may need to increase our marketing

and product development efforts and expenditures, we may also adjust our product pricing, we may modify the platform itself, or take other

actions, which may further erode our profit margins or otherwise adversely affect our results of operations and financial condition.

particular, we may need to expend considerable cost and effort in carrying out extensive research and development to assess the potential

interest in our platform and to remain abreast with continually evolving technology and trends.

While we may incur significant

expenditures of this nature, including in the future, there can be no assurance that any such expenditures or investments by us will yield

expected or commensurate returns or results, within a reasonable or anticipated time, or at all.

If we cannot continue to develop, acquire,

market and offer new products and services or enhancements to existing products and services that meet customer requirements, our operating

results could suffer.

The process of developing and

acquiring new technology products and services and enhancing existing offerings is complex, costly and uncertain.

If we fail to anticipate

customers’ rapidly changing needs and expectations, our market share and results of operations could suffer.

We must make long-term

investments, develop, acquire or obtain appropriate intellectual property and commit significant resources before knowing whether our

predictions will accurately reflect customer demand for our products and services.

If we misjudge customer needs in the future, our products

and services may not succeed and our revenues and earnings may be harmed.

Additionally, any delay in the development, acquisition, marketing

or launch of a new offering or enhancement to an existing offering could result in customer attrition or impede our ability to attract

new customers, causing a decline in our revenue or earnings.

We have made significant investments in

new products and services that may not achieve expected returns.

We have made and may continue

to make investments in research, development and marketing for existing products, services and technologies, including developing a content

promotion platform for brands, new feature sets for our core products, and entirely new products and platforms that we are developing

for specific customers, as well as new technology or new applications of existing technology.

Investments in new technology are speculative.

Commercial success depends on many factors, including but not limited to innovation, developer support, and effective distribution and

If customers do not perceive our latest offerings as providing significant new functionality or other value, they may reduce

their purchases of our services or products, unfavorably affecting our revenue and profits.

We may not achieve significant revenue from

new product, service or distribution channel investments, or new applications of existing new product, service or distribution channel

investments, for several years, if at all.

New products and services may not be profitable, and even if they are profitable, operating

margins for some new products and businesses may not be as high as the margins we have experienced historically.

Furthermore, developing

new technologies is complex and can require long development and testing periods.

Significant delays in new releases or significant problems

in creating new products or offering new services could adversely affect our revenue and profits.

Our user base is declining, and if we fail

to retain existing users or add new users, our results of operations and financial condition may be materially and adversely affected

The size of our users’

level of engagement is critical to our success.

Our financial performance will be significantly determined by our success in adding, retaining,

and engaging active users of our products.

If people do not perceive our products to be useful, reliable, and trustworthy, we may not

be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement.

A decrease in user

retention, growth, or engagement could render us less attractive to video game publishers and developers, which may have a material and

adverse impact on our revenue, business, financial condition, and results of operations.

Any number of factors could potentially negatively

affect user retention, growth, and engagement, including if:

users increasingly engage with competing products;

we fail to introduce new and improved products or if we introduce new products or services that are not favorably received;

we are unable to successfully balance our efforts to provide a compelling user experience with the decisions made by us with respect to the frequency, prominence, and size of ads and other commercial content that we display;

there are changes in user sentiment about the quality or usefulness of our products or concerns related to privacy and sharing, safety, security, or other factors;

we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful, and relevant to them;

there are adverse changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees;

technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience;

we adopt policies or procedures related to areas such as sharing our user data that are perceived negatively by our users or the general public;

we fail to provide adequate customer service to users, developers, or advertisers;

we, our software developers, or other companies in our industry are the subject of adverse media reports or other negative publicity.

If we are unable to build and/or

maintain relationships with publishers and developers or other content creators, our revenue, financial results, and future growth potential

may be adversely affected.

If we fail to keep up with industry trends

or technological developments, our business, results of operations and financial condition may be materially and adversely affected.

The gaming industry is rapidly

evolving and subject to continuous technological changes.

Our success depends on our ability to continue to develop and implement services

and solutions that anticipate and respond to rapid and continuing changes in technology and industry developments and offerings to serve

the evolving needs of our customers.

If we do not sufficiently invest in new technology and industry developments, or evolve and expand

our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and

successfully drive innovation, our services and solutions, our results of operations, and our ability to develop and maintain a competitive

advantage and continue to grow could be negatively affected.

In addition, we operate in a quickly evolving environment in which there

currently are, and we expect will continue to be, new technology entrants.

New services or technologies offered by competitors or new

entrants may make our offerings less differentiated or less competitive, when compared to other alternatives, which may adversely affect

our results of operations.

Technological innovations may also require substantial capital expenditures in product development as well

as in modification of products, services or infrastructure.

Even if we do achieve profitability,

we cannot predict the level of such profitability.

If we continue to sustain losses over an extended period of time, we may be unable

to continue our business.

We derive a significant portion of our revenue

from a limited number of customers, including related parties, and therefore are subject to customer concentration and collectability

A significant portion of

the Company’s revenue is derived from a limited number of customers, including related parties.

As a result, the Company’s

operating results, financial condition, and cash flows are dependent on the continued engagement and financial stability of these customers.

The loss of, or a significant

reduction in business from, one or more of these customers could have a material adverse effect on the Company’s results of operations

and liquidity.

In addition, the concentration of revenue with a small number of customers increases the Company’s exposure to credit

To the extent that any of these customers experience financial difficulty or delay in payment, the Company’s ability to collect

outstanding receivables may be adversely affected, which could impact cash flows and require the Company to record additional allowances

for credit losses.

Management monitors customer creditworthiness and payment trends on

an ongoing basis;

however, there can be no assurance that such measures will fully mitigate the risks associated with customer concentration.

The Company continues to evaluate opportunities to diversify its customer base, although there can be no assurance that these efforts

will be successful.

recent organizational changes and cost cutting measures are beginning to show promise, however may not be successful.

Since January 2024, we have undertaken a strategic realignment of the

business, including changes to our leadership and operating structure to support a more focused growth strategy.

The current management

team has expanded our presence by establishing a contractor-based sales presence in Brazil, while also working to renew relationships

with existing and former customers in the United States.

Early progress has been encouraging as we advance the implementation of our strategic

significant reductions in workforce may, however, limit our ability to resume suspended development activities or pursue new initiatives.

Rebuilding critical capabilities may require hiring qualified personnel, potentially resulting in additional and unanticipated costs.

The loss of a substantial portion of our personnel, including nearly all full-time engineering staff, may impair our ability to continue

operations or meet ongoing obligations.

these risks materialize, they could have a material adverse impact on our business, financial condition, and results of operations

acquisitions or strategic investments could disrupt our business and harm our business, results of operations or financial condition.

may in the future explore potential acquisitions of companies or strategic investments to strengthen our business, including those of

businesses larger than ours.

Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms

or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or

challenges of an acquired business.

involve numerous risks, any of which could harm our business, including:

straining our financial

resources to acquire a company;

anticipated benefits may

not materialize as rapidly as we expect, or at all;

diversion of management

time and focus from operating our business to address acquisition integration challenges;

retention of employees

from the acquired company or from our company;

cultural challenges associated

with integrating employees from the acquired company into our organization;

integration of the acquired

company’s accounting, management information, human resources and other administrative systems;

the need to implement or

improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures

and policies;

litigation or other claims

in connection with the acquired company, including claims from terminated employees, former shareholders or other third parties.

to appropriately mitigate these risks or other issues related to such strategic investments and acquisitions could result in reducing

or completely eliminating any anticipated benefits of transactions, and harm our business generally.

Future acquisitions could also result

in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the impairment

of goodwill, any of which could have a material adverse effect on our business, results of operations or financial condition.

may require additional funding for our growth plans, and such funding may result in a dilution of your investment.

attempted to estimate our funding requirements in order to implement our growth plans.

If the costs of implementing such plans should

exceed these estimates significantly or if we come across opportunities to grow through expansion plans that cannot be predicted at this

time, and our funds generated from our operations prove insufficient for such purposes, we may need to raise additional funds to meet

these funding requirements.

additional funds may be raised by issuing equity or debt securities or by borrowing from banks or other resources.

We cannot assure you

that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

If we fail to obtain additional

financing on terms that are acceptable to us, we will not be able to implement such plans fully if at all.

Such financing even if obtained,

may be accompanied by conditions that limit our ability to pay dividends or require us to seek lenders’ consent for payment of

dividends, or restrict our freedom to operate our business by requiring lender’s consent for certain corporate actions.

if we raise additional funds by way of a rights offering or through the issuance of new shares, any shareholders who are unable or unwilling

to participate in such an additional round of fund raising may suffer dilution in their investment.

may not have sufficient capital to fund our ongoing operations, effectively pursue our strategy or sustain our initiatives.

remaining liquidity and capital resources may not be sufficient to allow us to fund our ongoing operations, effectively pursue our strategy

or sustain our initiatives.

The report of our independent registered public accounting firm on our consolidated financial statements

for the years ended December 31, 2025 and 2024 stated that our recurring losses from operations, accumulated deficit as of December 31,

2025, inability to achieve positive cash flows from operations and inability to fund day to day activities through operations indicates

that a material uncertainty exists that may cast significant doubt on our ability to continue as a going concern.

If we require additional

capital resources, we may seek such funds directly from third party sources;

however, we may not be able to obtain sufficient equity

capital and/or debt financing from third parties to allow us to fund our expected ongoing operations or we may not be able to obtain

such equity capital or debt financing on acceptable terms or conditions.

Factors affecting the availability of equity capital or debt

financing to us on acceptable terms and conditions include:

our current and future

financial results and position;

the collateral availability

of our otherwise unsecured assets;

the market’s, investors’

and lenders’ view of our industry and products;

the perception in the equity

and debt markets of our ability to execute our business plan or achieve our operating results expectations;

the price, volatility and

trading volume and history of our common shares.

we are unable to obtain the equity capital or debt financing necessary to fund our ongoing operations, pursue our strategy and sustain

our initiatives, we may be forced to scale back our operations even further or our expansion initiatives, and our business and operating

results will be materially adversely affected.

operations are significantly dependent on changes in public and customer tastes and discretionary spending patterns.

Our inability to

successfully anticipate customer preferences or to gain popularity for games may negatively impact our profitability.

success depends significantly on public and customer tastes and preferences, which can be unpredictable.

If we are unable to successfully

anticipate customer preferences or increase the popularity of the games that have embedded at our platforms, the revenue and overall

customer expenditures may fail to be realized, and thereby negatively impact our profitability.

In response to such developments, we

may need to increase our marketing and product development efforts and expenditures, we may also adjust our product pricing, we may modify

the platform itself, or take other actions, which may further erode our profit margins or otherwise adversely affect our results of operations

and financial condition.

In particular, we may need to expend considerable cost and effort in carrying out extensive research and development

to assess the potential interest in our platform and to remain abreast with continually evolving technology and trends.

we may incur significant expenditures of this nature, including in the future, there can be no assurance that any such expenditures or

investments by us will yield expected or commensurate returns or results, within a reasonable or anticipated time, or at all.

we cannot continue to develop, acquire, market and offer new products and services or enhancements to existing products and services

that meet customer requirements, our operating results could suffer.

process of developing and acquiring new technology products and services and enhancing existing offerings is complex, costly and uncertain.

If we fail to anticipate customers’ rapidly changing needs and expectations, our market share and results of operations could suffer.

We must make long-term investments, develop, acquire or obtain appropriate intellectual property and commit significant resources before

knowing whether our predictions will accurately reflect customer demand for our products and services.

If we misjudge customer needs

in the future, our products and services may not succeed and our revenues and earnings may be harmed.

Additionally, any delay in the

development, acquisition, marketing or launch of a new offering or enhancement to an existing offering could result in customer attrition

or impede our ability to attract new customers, causing a decline in our revenue or earnings.

have made significant investments in new products and services that may not achieve expected returns.

have made and may continue to make investments in research, development and marketing for existing products, services and technologies,

including developing a content promotion platform for brands, new feature sets for our core products, and entirely new products and platforms

that we are developing for specific customers, as well as new technology or new applications of existing technology.

Investments in new

technology are speculative.

Commercial success depends on many factors, including but not limited to innovation, developer support, and

effective distribution and marketing.

If customers do not perceive our latest offerings as providing significant new functionality or

other value, they may reduce their purchases of our services or products, unfavorably affecting our revenue and profits.

We may not achieve

significant revenue from new product, service or distribution channel investments, or new applications of existing new product, service

or distribution channel investments, for several years, if at all.

New products and services may not be profitable, and even if they

are profitable, operating margins for some new products and businesses may not be as high as the margins we have experienced historically.

Furthermore, developing new technologies is complex and can require long development and testing periods.

Significant delays in new releases

or significant problems in creating new products or offering new services could adversely affect our revenue and profits.

user base is declining, and if we fail to retain existing users or add new users, our results of operations and financial condition may

be materially and adversely affected

size of our users’ level of engagement is critical to our success.

Our financial performance will be significantly determined by

our success in adding, retaining, and engaging active users of our products.

If people do not perceive our products to be useful, reliable,

and trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their

A decrease in user retention, growth, or engagement could render us less attractive to video game publishers and developers,

which may have a material and adverse impact on our revenue, business, financial condition, and results of operations.

Any number of

factors could potentially negatively affect user retention, growth, and engagement, including if:

users increasingly engage

with competing products;

we fail to introduce new

and improved products or if we introduce new products or services that are not favorably received;

we are unable to successfully

balance our efforts to provide a compelling user experience with the decisions made by us with respect to the frequency, prominence,

and size of ads and other commercial content that we display;

there are changes in user

sentiment about the quality or usefulness of our products or concerns related to privacy and sharing, safety, security, or other

we are unable to manage

and prioritize information to ensure users are presented with content that is interesting, useful, and relevant to them;

there are adverse changes

in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees;

technical or other problems

prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience;

we adopt policies or procedures

related to areas such as sharing our user data that are perceived negatively by our users or the general public;

we fail to provide adequate

customer service to users, developers, or advertisers;

we, our software developers,

or other companies in our industry are the subject of adverse media reports or other negative publicity.

we are unable to build and/or maintain relationships with publishers and developers or other content creators, our revenue, financial

results, and future growth potential may be adversely affected.

we fail to keep up with industry trends or technological developments, our business, results of operations and financial condition may

be materially and adversely affected.

gaming industry is rapidly evolving and subject to continuous technological changes.

Our success depends on our ability to continue to

develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and industry developments

and offerings to serve the evolving needs of our customers.

If we do not sufficiently invest in new technology and industry developments,

or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these

developments and successfully drive innovation, our services and solutions, our results of operations, and our ability to develop and

maintain a competitive advantage and continue to grow could be negatively affected.

In addition, we operate in a quickly evolving environment

in which there currently are, and we expect will continue to be, new technology entrants.

New services or technologies offered by competitors

or new entrants may make our offerings less differentiated or less competitive, when compared to other alternatives, which may adversely

affect our results of operations.

Technological innovations may also require substantial capital expenditures in product development

as well as in modification of products, services or infrastructure.

We cannot assure you that we can obtain financing to cover such expenditures.

1 unchanged sentence

business, financial condition and results of operations.

We are subject to cybersecurity risks.

Cybersecurity risks and attacks

continue to increase.

are subject to cybersecurity risks.

Cybersecurity

risks and attacks continue to increase.

Cybersecurity attacks are evolving and not always predictable.

Attacks include malicious software, threats

to information technology infrastructure, denial-of-service attacks on websites, attempts to gain unauthorized access to data, and other

Attacks include malicious

software, threats to information technology infrastructure, denial-of-service attacks on websites, attempts to gain unauthorized access

to data, and other breaches.

Data breaches can originate with authorized or unauthorized persons.

Authorized persons could inadvertently or intentionally

release confidential or proprietary information, and recipients could misuse data.

Such events could lead to interruption of our operations

or business, unauthorized release or use of information, compromise of data, damage to our reputation, damage to our customers or vendors,

and increased costs to prevent, respond to or mitigate any events.

We are a holding company and depend upon

our subsidiaries for our cash flows.

We are a holding company.

our operations are conducted, and almost all of our assets are owned, by our subsidiaries.

Consequently, our cash flows and our ability

to meet our obligations depend upon the cash flows of our subsidiaries and the payment of funds by these subsidiaries to us in the form

of dividends, distributions or otherwise.

The ability of our subsidiaries to make any payments to us depends on their earnings, the terms

of their indebtedness, including the terms of any credit facilities, of which there are currently none, and legal restrictions.

there are no restrictions on the ability of our subsidiaries to make any payments to us, such restrictions may arise in the future.

failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect on our business,

results of operations or financial condition.

Our insurance coverage may not adequately

protect us against all future risks, which may adversely affect our business and prospects.

We maintain insurance coverage,

including for fire, acts of god and perils, terrorism, burglary, money, fidelity guarantee, professional liability including errors and

omissions and breach of contract, commercial property, commercial general liability, cyber events including incident response costs, legal,

forensic and breach management costs, cyber-crimes, system damage, rectification costs, business interruption and reputational harm, as

well as directors’ and officers’ liability insurance and employee health and medical insurance, with standard exclusions in

each instance.

While we maintain insurance in amounts that we consider reasonably sufficient for a business of our nature and scale, with

insurers that we consider reliable and credit worthy, we may face losses and liabilities that are uninsurable by their nature, or that

are not covered, fully or at all, under our existing insurance policies.

Moreover, coverage under such insurance policies would generally

be subject to certain standard or negotiated exclusions or qualifications and, therefore, any future insurance claims by us may not be

honored by our insurers in full, or at all.

In addition, our premium payments under our insurance policies may require a significant investment

To the extent that we suffer

loss or damage that is not covered by insurance or that exceeds our insurance coverage, the loss will have to be borne by us and our business,

cash flow, financial condition, results of operations and prospects may be adversely affected.

Changes in laws or regulations, or a failure

to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and

regulations enacted by national, regional and local governments.

In particular, we are required to comply with certain Securities and

Exchange Commission (“SEC”) and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations

may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from

time to time and those changes could have a material adverse effect on our business, investments and results of operations.

a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business

and results of operations.

We are dependent upon our executive officers

and their departure could adversely affect our ability to operate.

Our operations are dependent

upon a relatively small group of individuals, and particularly our executive officers.

We believe that our success depends on the continued

service of our executive officers.

Authorized persons could inadvertently

or intentionally release confidential or proprietary information, and recipients could misuse data.

Such events could lead to interruption

of our operations or business, unauthorized release or use of information, compromise of data, damage to our reputation, damage to our

customers or vendors, and increased costs to prevent, respond to or mitigate any events.

are a holding company and depend upon our subsidiaries for our cash flows.

are a holding company.

All our operations are conducted, and almost all of our assets are owned, by our subsidiaries.

Consequently, our

cash flows and our ability to meet our obligations depend upon the cash flows of our subsidiaries and the payment of funds by these subsidiaries

to us in the form of dividends, distributions or otherwise.

The ability of our subsidiaries to make any payments to us depends on their

earnings, the terms of their indebtedness, including the terms of any credit facilities, of which there are currently none, and legal

restrictions.

While there are no restrictions on the ability of our subsidiaries to make any payments to us, such restrictions may arise

in the future.

Any failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect

on our business, results of operations or financial condition.

insurance coverage may not adequately protect us against all future risks, which may adversely affect our business and prospects.

maintain insurance coverage, including for fire, acts of god and perils, terrorism, burglary, money, fidelity guarantee, professional

liability including errors and omissions and breach of contract, commercial property, commercial general liability, cyber events including

incident response costs, legal, forensic and breach management costs, cyber-crimes, system damage, rectification costs, business interruption

and reputational harm, as well as directors’ and officers’ liability insurance and employee health and medical insurance,

with standard exclusions in each instance.

While we maintain insurance in amounts that we consider reasonably sufficient for a business

of our nature and scale, with insurers that we consider reliable and credit worthy, we may face losses and liabilities that are uninsurable

by their nature, or that are not covered, fully or at all, under our existing insurance policies.

Moreover, coverage under such insurance

policies would generally be subject to certain standard or negotiated exclusions or qualifications and, therefore, any future insurance

claims by us may not be honored by our insurers in full, or at all.

In addition, our premium payments under our insurance policies may

require a significant investment by us.

the extent that we suffer loss or damage that is not covered by insurance or that exceeds our insurance coverage, the loss will have

to be borne by us and our business, cash flow, financial condition, results of operations and prospects may be adversely affected.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results

of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply with

certain Securities and Exchange Commission (“SEC”) and other legal requirements.

Compliance with, and monitoring of, applicable

laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application

may also change from time to time and those changes could have a material adverse effect on our business, investments and results of

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse

effect on our business and results of operations.

are dependent upon our executive officers and their departure could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals, and particularly our executive officers.

We believe that our success

depends on the continued service of our executive officers.

We do not have key-man insurance on the life of any of our executive officers.

The unexpected loss

of the services of one or more of our executive officers could have a detrimental effect on the Company.

Our executive officers, directors, security

holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy

that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary

or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the

types conducted by us.

The unexpected loss of the services of one or more of our executive officers could have a detrimental effect on the Company.

executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict

with our interests.

have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct

or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are

a party or have an interest.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business

activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

Our business may be harmed if our licensing

partners, or other third parties with whom we do business, act in ways that put our brand at risk.

We offer a business-to-business

software platform that allows video game publishers and developers, as well as other interactive media content creators, to offer in-game

prizing and rewards, based on the completion of in-content challenges.

We anticipate that our business partners shall be given access

to sensitive and proprietary information or control over our intellectual property in order to provide services and support to our teams.

These third parties may misappropriate our information or intellectual property and engage in unauthorized use of it or otherwise act

in a way that places our brand at risk.

The failure of these third parties to provide adequate services and technologies, the failure

of third parties to adequately maintain or update their services and technologies or the misappropriation or misuse of this information

or intellectual property could result in a disruption to our business operations or an adverse effect on our reputation, and may negatively

impact our business.

If we fail to keep our existing users, to

acquire new users, to successfully implement an award-prizes model for our user community, our business, profitability and prospects may

be adversely affected.

Our success depends on our

ability to maintain and grow the number of users playing our partners’ games and other media and keeping our users highly engaged.

Of particular importance is the successful deployment and expansion of our award-prizes model to our gaming community for purposes of

creating predictable recurring revenues.

A decline in the number of

our users may adversely affect the engagement level of our users, or the popularity of our award-prizes model, which may in turn reduce

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

If we are unable to attract and retain users, our revenues may fail to grow or decline and our results of operations and financial condition

Our failure to protect our intellectual

property rights may undermine our competitive position.

We believe that our patents,

copyrights, trademarks and other intellectual property are essential to our success.

Please see “Business—Intellectual Property”

for more details.

We depend largely on our ability to develop and maintain the intellectual property rights relating to our existing portfolio

of prizing, promotion and financial technologies that enable brands to reach the rapidly growing competitive gaming audience of players,

spectators and broadcasters.

We have devoted considerable time and energy to the development and improvement of our portfolio of prizing,

promotion and financial technologies intellectual property.

We rely primarily on a combination

of patents, copyrights, trademarks and trade secrets laws, and contractual restrictions for the protection of the intellectual property

used in our business.

Nevertheless, these provide only limited protection and the actions we take to protect our intellectual property

rights may not be adequate.

business may be harmed if our licensing partners, or other third parties with whom we do business, act in ways that put our brand at

offer a business-to-business software platform that allows video game publishers and developers, as well as other interactive media content

creators, to offer in-game prizing and rewards, based on the completion of in-content challenges.

We anticipate that our business partners

shall be given access to sensitive and proprietary information or control over our intellectual property in order to provide services

and support to our teams.

These third parties may misappropriate our information or intellectual property and engage in unauthorized

use of it or otherwise act in a way that places our brand at risk.

The failure of these third parties to provide adequate services and

technologies, the failure of third parties to adequately maintain or update their services and technologies or the misappropriation or

misuse of this information or intellectual property could result in a disruption to our business operations or an adverse effect on our

reputation, and may negatively impact our business.

we fail to keep our existing users, to acquire new users, to successfully implement an award-prizes model for our user community, our

business, profitability and prospects may be adversely affected.

success depends on our ability to maintain and grow the number of users playing our partners’ games and other media and keeping

our users highly engaged.

Of particular importance is the successful deployment and expansion of our award-prizes model to our gaming

community for purposes of creating predictable recurring revenues.

decline in the number of our users may adversely affect the engagement level of our users, or the popularity of our award-prizes model,

which may in turn reduce our monetization opportunities, and have a material and adverse effect on our business, financial condition

and results of operations.

If we are unable to attract and retain users, our revenues may fail to grow or decline and our results of

operations and financial condition may suffer.

failure to protect our intellectual property rights may undermine our competitive position.

believe that our patents, copyrights, trademarks and other intellectual property are essential to our success.

Please see “Business—Intellectual

Property” for more details.

We depend largely on our ability to develop and maintain the intellectual property rights relating

to our existing portfolio of prizing, promotion and financial technologies that enable brands to reach the rapidly growing competitive

gaming audience of players, spectators and broadcasters.

We have devoted considerable time and energy to the development and improvement

of our portfolio of prizing, promotion and financial technologies intellectual property.

rely primarily on a combination of patents, copyrights, trademarks and trade secrets laws, and contractual restrictions for the protection

of the intellectual property used in our business.

Nevertheless, these provide only limited protection and the actions we take to protect

our intellectual property rights may not be adequate.

Our trade secrets may become known or be independently discovered by our competitors.

We may have no or limited

rights to stop the use of our information by others.

Moreover, to the extent that our employees or third parties with whom we do business

use intellectual property owned by others in their work for us, disputes may arise as to the rights to such intellectual property.

any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation

of our intellectual property.

In the event that we resort to litigation to enforce our intellectual property rights, such litigation could

result in substantial costs and a diversion of our managerial and financial resources.

We can provide no assurance that we will prevail

in such litigation.

Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our

business, financial condition and results of operations.

Our services or solutions could infringe

upon the intellectual property rights of others or we might lose our ability to utilize the intellectual property of others.

We cannot be sure that our

services and solutions do not infringe on the intellectual property rights of third parties, and these third parties could claim that

we or our clients are infringing upon their intellectual property rights.

These claims could harm our reputation, cause us to incur substantial

costs or prevent us from offering some services or solutions in the future.

Any related proceedings could require us to expend significant

resources over an extended period of time.

Any claims or litigation in this area could be time-consuming and costly, damage our reputation

and/or require us to incur additional costs to obtain the right to continue to offer a service or solution to our clients.

secure this right at all or on reasonable terms, or we cannot substitute alternative technology, our results of operations could be materially

adversely affected.

The risk of infringement claims against us may increase as we expand our industry software solutions.

In recent years, individuals

and firms have purchased intellectual property assets to assert claims of infringement against technology providers and customers that

use such technology.

Any such action naming us or our clients could be costly to defend or lead to an expensive settlement or judgment

Moreover, such an action could result in an injunction being ordered against our client or our own services or operations,

causing further damages.

In addition, we rely on third-party

software to provide some of our services and solutions.

If we lose our ability to continue using such software for any reason, including

if the software is found to infringe the rights of others, we will need to obtain substitute software or seek alternative means of obtaining

the technology necessary to continue to provide such services and solutions.

Our inability to replace such software, or to replace such

software in a timely or cost-effective manner, could materially adversely affect our results of operations.

Third parties may register trademarks or

domain names or purchase internet search engine keywords that are similar to our trademarks, brands or websites, or misappropriate our

data and copy our platform, all of which could cause confusion to our users, divert online customers away from our products and services

or harm our reputation.

Competitors and other third

parties may purchase trademarks that are similar to our trademarks and keywords that are confusingly similar to our brands or websites

in internet search engine advertising programs and in the header and text of the resulting sponsored links or advertisements in order

to divert potential customers from us to their websites.

We may have no or limited rights to stop the use of our information by others.

Moreover, to the extent that our employees or third parties

with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights to such

intellectual property.

Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may

be inadequate to prevent the misappropriation of our intellectual property.

In the event that we resort to litigation to enforce our

intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources.

We can provide no assurance that we will prevail in such litigation.

Any failure in protecting or enforcing our intellectual property

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

services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual

property of others.

cannot be sure that our services and solutions do not infringe on the intellectual property rights of third parties, and these third

parties could claim that we or our clients are infringing upon their intellectual property rights.

These claims could harm our reputation,

cause us to incur substantial costs or prevent us from offering some services or solutions in the future.

Any related proceedings could

require us to expend significant resources over an extended period of time.

Any claims or litigation in this area could be time-consuming

and costly, damage our reputation and/or require us to incur additional costs to obtain the right to continue to offer a service or solution

to our clients.

If we cannot secure this right at all or on reasonable terms, or we cannot substitute alternative technology, our results

of operations could be materially adversely affected.

The risk of infringement claims against us may increase as we expand our industry

software solutions.

recent years, individuals and firms have purchased intellectual property assets to assert claims of infringement against technology providers

and customers that use such technology.

Any such action naming us or our clients could be costly to defend or lead to an expensive settlement

or judgment against us.

Moreover, such an action could result in an injunction being ordered against our client or our own services or

operations, causing further damages.

addition, we rely on third-party software to provide some of our services and solutions.

If we lose our ability to continue using such

software for any reason, including if the software is found to infringe the rights of others, we will need to obtain substitute software

or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions.

Our inability to

replace such software, or to replace such software in a timely or cost-effective manner, could materially adversely affect our results

of operations.

parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our trademarks, brands

or websites, or misappropriate our data and copy our platform, all of which could cause confusion to our users, divert online customers

away from our products and services or harm our reputation.

and other third parties may purchase trademarks that are similar to our trademarks and keywords that are confusingly similar to our brands

or websites in internet search engine advertising programs and in the header and text of the resulting sponsored links or advertisements

in order to divert potential customers from us to their websites.

Preventing such unauthorized use is inherently difficult.

If we are unable to

prevent such unauthorized use, competitors and other third parties may continue to drive potential online customers away from our platform

to competing, irrelevant or potentially offensive platform, which could harm our reputation and cause us to lose revenue.

Our business is highly dependent on the

proper functioning and improvement of our information technology systems and infrastructure.

Our business and operating results may be

harmed by service disruptions, or by our failure to timely and effectively scale up and adjust our existing technology and infrastructure.

Our business depends on the

continuous and reliable operation of our information technology, or IT, systems.

Our IT systems are vulnerable to damage or interruption

as a result of fires, floods, earthquakes, power losses, telecommunications failures, undetected errors in software, computer viruses,

hacking and other attempts to harm our IT systems.

Disruptions, failures, unscheduled service interruptions or a decrease in connection

speeds could damage our reputation and cause our customers and end-users to migrate to our competitors’ platforms.

If we experience

frequent or constant service disruptions, whether caused by failures of our own IT systems or those of third-party service providers,

our user experience may be negatively affected, which in turn may have a material and adverse effect on our reputation and business.

may not be successful in minimizing the frequency or duration of service interruptions.

If the number of our end-users increases and more

user data is generated on our platform, we may be required to expand and adjust our technology and infrastructure to continue to reliably

store and process content.

We use third-party services and technologies

in connection with our business, and any disruption to the provision of these services and technologies to us could result in adverse

publicity and a failure to maintain or grow our users, which could materially and adversely affect our business, financial condition and

results of operations.

Our business partially depends

on services provided by, and relationships with, various third parties.

We exercise no control over the third parties with whom we have

business arrangements.

If such third parties increase their prices, fail to provide their services effectively, terminate their service

or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced revenues or increased costs,

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

We are considering a number of strategic

alternatives, which could have an adverse impact on our business or the price of our common shares.

We are considering a number of strategic alternatives

focused on maximizing shareholder value.

These strategic alternatives include, but are not limited to, an acquisition, merger, reverse

merger, sale of assets, strategic partnership, capital raise or other transaction, any of which may involve a change in our business plan.

There can be no assurance that this process will result in the approval or completion of any particular strategic alternative or transaction

in the future, or that any such strategic alternative or transaction, if approved or completed, will yield additional shareholder value.

Further, the process of exploring, reviewing, and pursuing strategic alternatives could adversely impact our business or the price of

its common shares.

Risks Related to International Operations

We are subject to foreign exchange and currency

risks that could adversely affect our operations, and our ability to mitigate our foreign exchange risk through hedging transactions may

We expect to incur up to 10%

of our expenses in currencies other than the United States dollar;

however, a substantial portion of our operating expenses are incurred

in United States dollars.

unable to prevent such unauthorized use, competitors and other third parties may continue to drive potential online customers away from

our platform to competing, irrelevant or potentially offensive platform, which could harm our reputation and cause us to lose revenue.

business is highly dependent on the proper functioning and improvement of our information technology systems and infrastructure.

business and operating results may be harmed by service disruptions, or by our failure to timely and effectively scale up and adjust

our existing technology and infrastructure.

business depends on the continuous and reliable operation of our information technology, or IT, systems.

Our IT systems are vulnerable

to damage or interruption as a result of fires, floods, earthquakes, power losses, telecommunications failures, undetected errors in

software, computer viruses, hacking and other attempts to harm our IT systems.

Disruptions, failures, unscheduled service interruptions

or a decrease in connection speeds could damage our reputation and cause our customers and end-users to migrate to our competitors’

If we experience frequent or constant service disruptions, whether caused by failures of our own IT systems or those of third-party

service providers, our user experience may be negatively affected, which in turn may have a material and adverse effect on our reputation

and business.

We may not be successful in minimizing the frequency or duration of service interruptions.

If the number of our end-users

increases and more user data is generated on our platform, we may be required to expand and adjust our technology and infrastructure

to continue to reliably store and process content.

use third-party services and technologies in connection with our business, and any disruption to the provision of these services and

technologies to us could result in adverse publicity and a failure to maintain or grow our users, which could materially and adversely

affect our business, financial condition and results of operations.

business partially depends on services provided by, and relationships with, various third parties.

We exercise no control over the third

parties with whom we have business arrangements.

If such third parties increase their prices, fail to provide their services effectively,

terminate their service or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced revenues

or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations.

are considering a number of strategic alternatives, which could have an adverse impact on our business or the price of our common shares.

are considering a number of strategic alternatives focused on maximizing shareholder value.

These strategic alternatives include, but

are not limited to, an acquisition, merger, reverse merger, sale of assets, strategic partnership, capital raise or other transaction,

any of which may involve a change in our business plan.

There can be no assurance that this process will result in the approval or completion

of any particular strategic alternative or transaction in the future, or that any such strategic alternative or transaction, if approved

or completed, will yield additional shareholder value.

Further, the process of exploring, reviewing, and pursuing strategic alternatives

could adversely impact our business or the price of its common shares.

Related to International Operations

are subject to foreign exchange and currency risks that could adversely affect our operations, and our ability to mitigate our foreign

exchange risk through hedging transactions may be limited.

expect to incur up to 10% of our expenses in currencies other than the United States dollar;

however, a substantial portion of our operating

expenses are incurred in United States dollars.

Fluctuations in the exchange rate between the U.S.

dollar and other currencies may have a material adverse effect

on our business, financial condition and operating results.

Our consolidated financial results are affected by foreign currency exchange

rate fluctuations.

Foreign currency exchange rate exposures arise from current transactions and anticipated transactions denominated in

currencies other than United States dollars and from the translation of foreign-currency-denominated balance sheet accounts into United

States dollar-denominated balance sheet accounts.

We are exposed to currency exchange rate fluctuations because portions of our revenue

and expenses are denominated in currencies other than the United States dollar.

Exchange rate fluctuations could adversely affect our

operating results and cash flows and the value of our assets outside of the United States.

If a foreign currency is devalued in a jurisdiction

in which we are paid in such currency, then our customers may be required to pay higher amounts for our products or services, which they

may be unable or unwilling to pay.

Changes in exchange rates and our limited ability or inability to successfully hedge exchange rate

risk could have an adverse impact on our liquidity and results of operations.

We may be unable to operate in new jurisdictions

where our customers operate because of new regulations.

We are subject to regulation

in any jurisdiction where our customers access our systems.

To expand into any such jurisdiction, we may need to operate according to

local regulations.

In some cases, this may require us to be licensed or obtain approvals for our products or services.

If we do not receive

or receive a revocation of a license in a particular jurisdiction for our products or services, we will not be able to sell or place our

products or services in that jurisdiction.

Any such outcome could materially and adversely affect our results of operations and any growth

plans for our business.

Privacy concerns could result in regulatory

changes and impose additional costs and liabilities on us, limit our use of information, and adversely affect our business.

Personal privacy has become

a significant issue in the United States and many other countries in which we currently operate and may operate in the future.

Many federal,

state, and foreign legislatures and government agencies have imposed or are considering imposing restrictions and requirements about the

collection, use, and disclosure of personal information obtained from individuals.

Changes to laws or regulations affecting privacy could

impose additional costs and liability on us and could limit our use of such information to add value for customers.

If we were required

to change our business activities or revise or eliminate services, or to implement burdensome compliance measures, our business and results

of operations could be harmed.

In addition, we may be subject to fines, penalties, and potential litigation if we fail to comply with

applicable privacy regulations, any of which could adversely affect our business, liquidity and results of operations.

Our results of operations could be affected by natural events

in the locations in which we operate or where our customers or suppliers operate.

We, our customers, and our

suppliers have operations in locations subject to natural occurrences such as severe weather and other geological events, including hurricanes,

earthquakes, or floods that could disrupt operations.

Any serious disruption at any of our facilities or the facilities of our customers

or suppliers due to a natural disaster could have a material adverse effect on our revenues and increase our costs and expenses.

is a natural disaster or other serious disruption at any of our facilities, it could impair our ability to adequately supply our customers,

cause a significant disruption to our operations, cause us to incur significant costs to relocate or re-establish these functions and

negatively impact our operating results.

While we intend to seek insurance against certain business interruption risks, such insurance

may not adequately compensate us for any losses incurred as a result of natural or other disasters.

In addition, any natural disaster

that results in a prolonged disruption to the operations of our customers or suppliers may adversely affect our business, results of

operations or financial condition.

Risks Related to Regulation

We are subject to various laws relating

to trade, export controls, and foreign corrupt practices, the violation of which could adversely affect our operations, reputation, business,

dollar and other currencies may have

a material adverse effect on our business, financial condition and operating results.

Our consolidated financial results are affected

by foreign currency exchange rate fluctuations.

Foreign currency exchange rate exposures arise from current transactions and anticipated

transactions denominated in currencies other than United States dollars and from the translation of foreign-currency-denominated balance

sheet accounts into United States dollar-denominated balance sheet accounts.

We are exposed to currency exchange rate fluctuations because

portions of our revenue and expenses are denominated in currencies other than the United States dollar.

Exchange rate fluctuations could

adversely affect our operating results and cash flows and the value of our assets outside of the United States.

If a foreign currency

is devalued in a jurisdiction in which we are paid in such currency, then our customers may be required to pay higher amounts for our

products or services, which they may be unable or unwilling to pay.

Changes in exchange rates and our limited ability or inability to

successfully hedge exchange rate risk could have an adverse impact on our liquidity and results of operations.

may be unable to operate in new jurisdictions where our customers operate because of new regulations.

are subject to regulation in any jurisdiction where our customers access our systems.

To expand into any such jurisdiction, we may need

to operate according to local regulations.

In some cases, this may require us to be licensed or obtain approvals for our products or

If we do not receive or receive a revocation of a license in a particular jurisdiction for our products or services, we will

not be able to sell or place our products or services in that jurisdiction.

Any such outcome could materially and adversely affect our

results of operations and any growth plans for our business.

concerns could result in regulatory changes and impose additional costs and liabilities on us, limit our use of information, and adversely

affect our business.

privacy has become a significant issue in the United States and many other countries in which we currently operate and may operate in

Many federal, state, and foreign legislatures and government agencies have imposed or are considering imposing restrictions

and requirements about the collection, use, and disclosure of personal information obtained from individuals.

Changes to laws or regulations

affecting privacy could impose additional costs and liability on us and could limit our use of such information to add value for customers.

If we were required to change our business activities or revise or eliminate services, or to implement burdensome compliance measures,

our business and results of operations could be harmed.

In addition, we may be subject to fines, penalties, and potential litigation

if we fail to comply with applicable privacy regulations, any of which could adversely affect our business, liquidity and results of

results of operations could be affected by natural events in the locations in which we operate or where our customers or suppliers operate.

our customers, and our suppliers have operations in locations subject to natural occurrences such as severe weather and other geological

events, including hurricanes, earthquakes, or floods that could disrupt operations.

Any serious disruption at any of our facilities or

the facilities of our customers or suppliers due to a natural disaster could have a material adverse effect on our revenues and increase

our costs and expenses.

If there is a natural disaster or other serious disruption at any of our facilities, it could impair our ability

to adequately supply our customers, cause a significant disruption to our operations, cause us to incur significant costs to relocate

or re-establish these functions and negatively impact our operating results.

While we intend to seek insurance against certain business

interruption risks, such insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters.

In addition, any natural disaster that results in a prolonged disruption to the operations of our customers or suppliers may adversely

affect our business, results of operations or financial condition.

Related to Regulation

are subject to various laws relating to trade, export controls, and foreign corrupt practices, the violation of which could adversely

affect our operations, reputation, business, prospects, operating results and financial condition.

are subject to risks associated with doing business outside of the United States, including exposure to complex foreign and U.S.

such as the Foreign Corrupt Practices Act, or the FCPA, and other anti-corruption laws which generally prohibit U.S.

companies and their

intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business.

Violations of the

FCPA and other anti-corruption laws may result in severe criminal and civil sanctions and other penalties.

It may be difficult to oversee

the conduct of any contractors, third-party partners, representatives or agents who are not our employees, potentially exposing us to

greater risk from their actions.

If our employees or agents fail to comply with applicable laws or company policies governing our international

operations, we may face legal proceedings and actions which could result in civil penalties, administration actions and criminal sanctions.

Any determination that we have violated any anti-corruption laws could have a material adverse impact on our business.

Changes in trade

sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned

of these laws and regulations could result in significant fines, criminal sanctions against us, our officers or our employees, requirements

to obtain export licenses, disgorgement of profits, cessation of business activities in sanctioned countries, prohibitions on the conduct

of our business and our inability to market and sell our products or services in one or more countries.

Additionally, any such violations

could materially damage our reputation, brand, international expansion efforts, ability to attract and retain employees and our business,

prospects, operating results and financial condition.

We are subject to risks associated

with doing business outside of the United States, including exposure to complex foreign and U.S.

regulations such as the Foreign Corrupt

Practices Act, or the FCPA, and other anti-corruption laws which generally prohibit U.S.

companies and their intermediaries from making

improper payments to foreign officials for the purpose of obtaining or retaining business.

Violations of the FCPA and other anti-corruption

laws may result in severe criminal and civil sanctions and other penalties.

It may be difficult to oversee the conduct of any contractors,

third-party partners, representatives or agents who are not our employees, potentially exposing us to greater risk from their actions.

If our employees or agents fail to comply with applicable laws or company policies governing our international operations, we may face

legal proceedings and actions which could result in civil penalties, administration actions and criminal sanctions.

Any determination

that we have violated any anti-corruption laws could have a material adverse impact on our business.

Changes in trade sanctions laws

may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities.

Violations of these laws and

regulations could result in significant fines, criminal sanctions against us, our officers or our employees, requirements to obtain export

licenses, disgorgement of profits, cessation of business activities in sanctioned countries, prohibitions on the conduct of our business

and our inability to market and sell our products or services in one or more countries.

Additionally, any such violations could materially

damage our reputation, brand, international expansion efforts, ability to attract and retain employees and our business, prospects, operating

results and financial condition.

Regulations that may be adopted with respect

to the internet and electronic commerce may decrease the growth in the use of the internet and lead to the decrease in the demand for

our services.

We may become subject to any

number of laws and regulations that may be adopted with respect to the internet and electronic commerce.

New laws and regulations that

address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual property, information security,

and the characteristics and quality of online products and services may be enacted.

As well, current laws, which predate or are incompatible

with the internet and electronic commerce, may be applied and enforced in a manner that restricts the electronic commerce market.

application of such pre-existing laws regulating communications or commerce in the context of the internet and electronic commerce is

Moreover, it may take years to determine the extent to which existing laws relating to issues such as intellectual property

ownership and infringement, libel and personal privacy are applicable to the internet.

The adoption of new laws or regulations relating

to the internet, or applications or interpretations of existing laws, could decrease the growth in the use of the internet, decrease

the demand for our services, increase our cost of doing business or could otherwise have a material adverse effect on our business, revenues,

operating results and financial condition.

Risks Related to Our Common Shares and Our Warrants

If we are unable to regain compliance with

the listing requirements of the Nasdaq Capital Market, our common stock may be delisted from the Nasdaq Capital Market which could have

a material adverse effect on our financial condition and could make it difficult for you to sell your shares.

Our common stock is listed on Nasdaq, and we

are therefore subject to its continued listing requirements, including requirements with respect to the market value of publicly held

shares, market value of listed shares, minimum bid price per share, minimum stockholders’ equity, annual meetings of shareholders,

among others, and requirements relating to board and committee independence.

If we fail to satisfy one or more of the requirements, we

may be delisted from the Nasdaq Capital Market.

We are currently not in compliance with the annual

meeting of shareholders threshold, however, have been granted an extension until June 30 th 2025 to regain compliance.

be hosting an annual meeting by such time, which will correct our non-compliance and enable our continued listing on Nasdaq and the requirement

that we should have held a 2024 annual meeting of shareholders.

In the event we do not regain compliance with

those requirements, our securities may be delisted from Nasdaq.

Delisting from the Nasdaq Capital Market may adversely affect our ability

to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors

to trade our securities and may negatively affect the value and liquidity of our common stock.

Delisting also could have other negative

results, including the potential loss of employee confidence, the loss of institutional investors or interest in business development

that may be adopted with respect to the internet and electronic commerce may decrease the growth in the use of the internet and lead

to the decrease in the demand for our services.

may become subject to any number of laws and regulations that may be adopted with respect to the internet and electronic commerce.

laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual

property, information security, and the characteristics and quality of online products and services may be enacted.

As well, current

laws, which predate or are incompatible with the internet and electronic commerce, may be applied and enforced in a manner that restricts

the electronic commerce market.

The application of such pre-existing laws regulating communications or commerce in the context of the

internet and electronic commerce is uncertain.

Moreover, it may take years to determine the extent to which existing laws relating to

issues such as intellectual property ownership and infringement, libel and personal privacy are applicable to the internet.

of new laws or regulations relating to the internet, or applications or interpretations of existing laws, could decrease the growth in

the use of the internet, decrease the demand for our services, increase our cost of doing business or could otherwise have a material

adverse effect on our business, revenues, operating results and financial condition.

have identified material weaknesses in our internal control over financial reporting.

If we are unable to maintain effective internal

controls, the accuracy and timeliness of our financial reporting may be materially adversely affected, which could cause the market price

of our common stock to decline, lessen investor confidence and harm our business.

a public company, we are subject to significant requirements for enhanced financial reporting and internal controls.

The process of designing

and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business

and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate

to satisfy our reporting obligations as a public company.

rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex

and require significant documentation, testing, and possible remediation.

Testing and maintaining internal controls may divert our management’s

attention from other matters that are important to our business.

ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting

and data systems and controls across our company.

As previously disclosed

in the Company’s Form 12b-25 filed on April 1, 2026, in the first quarter of 2026, the Audit Committee of the Company’s Board

of Directors conducted an internal investigation and determined that fraudulent activity involving the Company’s former Chief Financial

Officer had occurred and that there were material weaknesses in the Company’s internal control over financial reporting as of December

For more information about the fraudulent activity and a promissory note that was executed by the former Chief Financial Officer

in connection therewith, please see Notes 11 and 12 to our consolidated financial statements for the year ended December 31, 2025, which

disclosure is incorporated herein by reference, and for more information about the material weaknesses in internal control over financial

reporting and the Company’s remedial actions, please see Part II, Item 9A.

Controls and Procedures of this Form 10-K, which disclosure

is incorporated herein by reference.

can be no assurance that our remediation efforts will be successful, that additional fraudulent activity has not occurred beyond the

isolated activity identified by management and thoroughly investigated and confirmed by the Audit Committee or that the related promissory

note will be collected in part or in full.

If our remediation efforts are insufficient or are not completed in a timely manner, or if

additional material weaknesses in our internal control over financial reporting are identified or occur in the future, our operating

results could be harmed and we could fail to meet our financial reporting obligations, or our consolidated financial statements may contain

material misstatements and we could be required to restate our financial results, which could materially and adversely affect our business,

results of operations and financial condition, restrict our future access to the capital markets, require us to expend significant resources

to correct the material weaknesses, subject us to fines, penalties or judgments, reduce the price of our common stock, harm our reputation

or otherwise cause a decline in investor confidence in the accuracy and completeness of our reported financial information.

Related to Our Common Shares

we are not in compliance with the listing requirements of the Nasdaq Capital Market in the future, our common stock may be delisted from

the Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make it difficult for you to

sell your shares.

common stock is listed on Nasdaq, and we are therefore subject to its continued listing requirements, including requirements with respect

to the market value of publicly held shares, market value of listed shares, minimum bid price per share, minimum stockholders’

equity, annual meetings of shareholders, among others, and requirements relating to board and committee independence.

If we fail to satisfy

one or more of the requirements, we may be delisted from the Nasdaq Capital Market.

2025, we were previously not in compliance with the annual meeting of shareholders threshold, but subsequently regained compliance within

the permitted cure period, including by holding the required annual meeting on June 20, 2025.

As a result, we are currently in compliance

with applicable Nasdaq listing requirements.

are currently not in compliance with Nasdaq’s stockholders’ equity requirement and expect to receive formal notification

of non-compliance from Nasdaq shortly after filing this Form 10-K.

We will have 45 calendar days from the date the notice is delivered

from Nasdaq to provide to Nasdaq a compliance plan for regaining (and maintaining) compliance with the $2.5 million stockholders’

equity threshold.

Acceptance of the plan is at Nasdaq’s discretion.

If the Company’s plan is accepted, Nasdaq will grant

the Company an extension of up to 180 calendar days from the date the Company received the notice of deficiency.

However, if the Company

does not then timely regain compliance, the stock will be delisted.

Delisting from the Nasdaq Capital Market may adversely affect our

ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of

investors to trade our securities and may negatively affect the value and liquidity of our common stock.

Delisting also could have other

negative results, including the potential loss of employee confidence, the loss of institutional investors or interest in business development

opportunities.

If we are delisted from Nasdaq and we are not able to list our common stock on another exchange, our common stock could

be quoted on the OTC Bulletin Board or in the “pink sheets.” As a result, we could face significant adverse consequences

including, among others:

● a limited availability of market

quotations for our securities;

● a determination that our common

stock is a “penny stock” which will require brokers trading in our common stock

to adhere to more stringent rules and possibly result in a reduced level of trading activity

in the secondary trading market for our securities;

● a limited amount of news and little

or no analyst coverage for us;

● an inability to qualify for exemptions

from state securities registration requirements, which may require us to comply with applicable

state securities laws;

● a decreased ability to issue additional

securities (including pursuant to registration statements on Form S-3) or obtain additional

financing in the future.

There can be no assurance, however, that we will

be able to regain compliance with Nasdaq rules, and even if we do, there can be no assurance that we will be able to maintain compliance

with the continued listing requirements or that our common stock will not be delisted in the future.

In addition, we may be unable to

meet other applicable listing requirements.

The trading price of our common shares

has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some

of which are beyond our control.

Our share price is highly

During the period from January 1, 2023 to December 31, 2024, the closing price of our common shares ranged from a high

of $3.95 per share to a low of $1.09 per share.

The stock market in general has experienced extreme volatility that has often been unrelated

to the operating performance of companies;

however, the fluctuation in the price of our common shares is still larger than the stock

market in general.

As a result of this volatility, you may not be able to sell your common shares at or above the price at which you

purchased your common shares and you may lose some or all of your investment.

In addition to the general volatility risks of the market,

our common shares, we may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial

condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common shares.

company with a relatively small public float, our common shares may experience greater stock price volatility, extreme price run-ups,

lower trading volume, large spreads in bid and asked prices, and less liquidity than large-capitalization companies.

The aspects of the

trading in the common shares may be unrelated to our actual or expected operating performance, financial condition or prospects, making

it difficult for prospective investors to assess the value of our common shares.

Because of the low public float and the absence of any

significant trading volume, the public offering price may not reflect the price at which you would be able to sell shares if you want

to sell any shares you own or buy shares if you wish to buy share.

If the trading volumes of the common shares are low, persons buying

or selling in relatively small quantities may easily influence the prices of the common shares.

A low volume of trades could also cause

the price of the common shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session.

market fluctuations and general economic and political conditions may also adversely affect the market price of the common shares.

volatility also could adversely affect our ability to issue additional common shares or other securities and our ability to obtain stock

market based financing in the future.

No assurance can be given that an active market in our common shares will develop or be sustained.

The market prices of our common shares

and Unit A Warrants are likely to be highly volatile because of several factors, including a limited public float.

The market prices of our common

shares and Unit A Warrants have experienced significant price and volume fluctuations and the prices of such securities are likely to

be highly volatile in the future.

You may not be able to resell our common shares or Unit A Warrants following periods of volatility

because of the market’s adverse reaction to volatility.

Other factors that could cause

such volatility may include, among other things:

can be no assurance that we will be able to maintain compliance with all Nasdaq continued listing standards in the future.

If we are unable to maintain such compliance, our securities may be delisted from Nasdaq.

Delisting from the Nasdaq Capital Market may

adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly

affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock.

also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors or interest

in business development opportunities.

we are delisted from Nasdaq and we are not able to list our common stock on another exchange, our common stock could be quoted on the

OTC Bulletin Board or in the “pink sheets.” As a result, we could face significant adverse consequences including, among

a limited availability

of market quotations for our securities;

a determination that our

common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news

and little or no analyst coverage for us;

an inability to qualify

for exemptions from state securities registration requirements, which may require us to comply with applicable state securities laws;

a decreased ability to

issue additional securities (including pursuant to registration statements on Form S-3) or obtain additional financing in the future.

trading price of our common shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations

in response to various factors, some of which are beyond our control.

share price is highly volatile.

During the period from January 1, 2025 to December 31, 2025, the closing price of our common shares

ranged from a high of $2.81 per share to a low of $1.21 per share.

The stock market in general has experienced extreme volatility that

has often been unrelated to the operating performance of companies;

however, the fluctuation in the price of our common shares is still

larger than the stock market in general.

As a result of this volatility, you may not be able to sell your common shares at or above the

price at which you purchased your common shares and you may lose some or all of your investment.

In addition to the general volatility

risks of the market, our common shares, we may experience extreme stock price volatility unrelated to our actual or expected operating

performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of

our common shares.

As a company with a relatively small public float, our common shares may experience greater stock price volatility,

extreme price run-ups, lower trading volume, large spreads in bid and asked prices, and less liquidity than large-capitalization companies.

The aspects of the trading in the common shares may be unrelated to our actual or expected operating performance, financial condition

or prospects, making it difficult for prospective investors to assess the value of our common shares.

Because of the low public float

and the absence of any significant trading volume, the public offering price may not reflect the price at which you would be able to

sell shares if you want to sell any shares you own or buy shares if you wish to buy share.

If the trading volumes of the common shares

are low, persons buying or selling in relatively small quantities may easily influence the prices of the common shares.

of trades could also cause the price of the common shares to fluctuate greatly, with large percentage changes in price occurring in any

trading day session.

Broad market fluctuations and general economic and political conditions may also adversely affect the market price

of the common shares.

The volatility also could adversely affect our ability to issue additional common shares or other securities and

our ability to obtain stock market based financing in the future.

No assurance can be given that an active market in our common shares

will develop or be sustained.

market prices of our common shares are likely to be highly volatile because of several factors, including a limited public float.

market prices of our common shares have experienced significant price and volume fluctuations and the prices of such securities are likely

to be highly volatile in the future.

You may not be able to resell our common shares following periods of volatility because of the market’s

adverse reaction to volatility.

factors that could cause such volatility may include, among other things:

actual or anticipated fluctuations

17 unchanged sentences

general market conditions.

Any of these factors could

have a significant and adverse impact on the market prices of our common shares and/or our Unit A Warrants.

of these factors could have a significant and adverse impact on the market prices of our common shares.

In addition, the stock market

1 unchanged sentence

performance of particular companies.

These broad market fluctuations may adversely affect the trading prices of our common shares and/or

Unit A Warrants, regardless of our actual operating performance.

Two shareholders

own a significant percentage of our common shares and will be able to exert significant control over matters subject to shareholder approval.

Cronus Equity Capital Group, LLC (“Cronus”), beneficially

owns 20.20% of our outstanding common shares, and ASPIS Cyber Technologies, Inc (“ASPIS”), beneficially owns 43.97%

of our outstanding common shares, which allows Cronus and ASPIS to exert substantial influence over matters such as electing directors

and approving mergers or other business combination transactions.

As a result, Cronus and ASPIS possesses a substantial ability to impact

our management and affairs and the outcome of matters submitted to shareholders for approval.

In addition, this concentration of ownership

and voting power may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity

to receive a premium for their common shares as part of a sale of our company and might reduce the price of our common shares.

These actions

may be taken even if they are opposed by our other shareholders.

See “Principal Shareholders” for more information.

Our common shares have in the past been

a “penny stock” under SEC rules, and our Unit A Warrants may be subject to the “penny stock” rules in the future.

It may be more difficult to resell securities classified as “penny stock.”

In the past, our common shares

were a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below

While our common shares and Unit A Warrants are not currently considered “penny stock” because they are listed

on The Nasdaq Capital Market, if we are unable to maintain that listing and our common shares and/or our Unit A Warrants are no longer

listed on The Nasdaq Capital Market, unless we maintain a per-share price above $5.00, our common shares and/or Unit A Warrants will

be considered “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the

purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited

investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks.

Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure

document that provides information about penny stocks and the risks in the penny stock market.

The broker-dealer also must provide the

customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson

in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account,

provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s

written agreement to the transaction.

Legal remedies available to

an investor in “penny stocks” may include the following:

These broad market fluctuations may adversely affect the trading prices of our common shares, regardless

of our actual operating performance.

shareholders own a significant percentage of our common shares and will be able to exert significant control over matters subject to

shareholder approval.

Equity Capital Group, LLC (“Cronus”), beneficially owns 20.20% of our outstanding common shares, and ASPIS Cyber Technologies,

Inc (“ASPIS”), beneficially owns 43.97% of our outstanding common shares, which allows Cronus and ASPIS to exert substantial

influence over matters such as electing directors and approving mergers or other business combination transactions.

As a result, Cronus

and ASPIS possesses a substantial ability to impact our management and affairs and the outcome of matters submitted to shareholders for

In addition, this concentration of ownership and voting power may discourage, delay or prevent a change in control of our company,

which could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company

and might reduce the price of our common shares.

These actions may be taken even if they are opposed by our other shareholders.

“Principal Shareholders” for more information.

common shares have in the past been a “penny stock” under SEC rules.

It may be more difficult to resell securities classified

as “penny stock.”

the past, our common shares were a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock

with a per-share price below US$5.00).

While our common shares are not currently considered “penny stock” because they are

listed on The Nasdaq Capital Market, if we are unable to maintain that listing and our common shares are no longer listed on The Nasdaq

Capital Market, unless we maintain a per-share price above $5.00, our common shares will be considered “penny stock.” These

rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons

other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers

must determine the appropriateness for non-qualifying persons of investments in penny stocks.

Broker-dealers must also provide, prior

to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information

about penny stocks and the risks in the penny stock market.

The broker-dealer also must provide the customer with current bid and offer

quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly

account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination

that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

remedies available to an investor in “penny stocks” may include the following:

If a “penny stock”

3 unchanged sentences

is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for

These requirements may have

the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny

The additional burdens imposed upon broker dealers by such requirements may discourage broker-dealers from effecting transactions

in our securities, which could severely limit the market price and liquidity of our securities.

These requirements may restrict the ability

of broker-dealers to sell our common shares or our warrants and may affect your ability to resell our common shares and our Unit A Warrants.

Many brokerage firms will

discourage or refrain from recommending investments in penny stocks.

Most institutional investors will not invest in penny stocks.

addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally

associated with these investments.

For these reasons, penny stocks

may have a limited market and, consequently, limited liquidity.

We can give no assurance at what time, if ever, our common shares or

our Unit A Warrants will not be classified as a “penny stock” in the future.

We may continue to be subject to Canadian income tax liabilities

that may adversely affect our working capital.

Following our continuation from being a Canadian

corporation to being incorporated under the laws of the State of Delaware, Canadian tax law has deemed us to have disposed of all of

our property at its fair market value, which may cause net taxable capital gains and income for which we may incur Canadian tax liability.

Furthermore, if the fair market value of our property immediately before the continuance exceeded the aggregate of our liabilities at

that time and the amount of paid-up capital at that time on all of our issued common shares, we will incur an additional Canadian emigration

tax liability.

The anticipated benefits of our continuation may not be realized.

We incurred direct costs and expenses related

to the continuance, including attorneys’ fees, accountants’ fees, financial printing expenses and filing fees.

While we believe

that the Continuance will result in operational, administrative and other benefits that significantly outweigh the related costs and

expenses, we cannot assure you that those benefits will be realized.

If the benefits of any proposed acquisition

do not meet the expectations of investors, shareholders or financial analysts, the market price of our common shares and/or Unit A Warrants

If the benefits of any proposed

acquisition do not meet the expectations of investors or securities analysts, the market price of our common shares and/or Unit A Warrants

prior to the closing of the proposed acquisition may decline.

The market values of our common shares and/or Unit A Warrants at the time

of the proposed acquisition may vary significantly from their prices on the date the acquisition target was identified.

In addition, broad market

and industry factors may materially harm the market price of our common shares and/or Unit A Warrants irrespective of our operating performance.

requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes

subject to the penny stock rules.

The additional burdens imposed upon broker dealers by such requirements may discourage broker-dealers

from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities.

These requirements

may restrict the ability of broker-dealers to sell our common shares and may affect your ability to resell our common shares.

brokerage firms will discourage or refrain from recommending investments in penny stocks.

Most institutional investors will not invest

in penny stocks.

In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial

risk generally associated with these investments.

these reasons, penny stocks may have a limited market and, consequently, limited liquidity.

We can give no assurance at what time, if

ever, our common shares will not be classified as a “penny stock” in the future.

may continue to be subject to Canadian income tax liabilities that may adversely affect our working capital.

our continuation from being a Canadian corporation to being incorporated under the laws of the State of Delaware, Canadian tax law has

deemed us to have disposed of all of our property at its fair market value, which may cause net taxable capital gains and income for

which we may incur Canadian tax liability.

Furthermore, if the fair market value of our property immediately before the continuance exceeded

the aggregate of our liabilities at that time and the amount of paid-up capital at that time on all of our issued common shares, we will

incur an additional Canadian emigration tax liability.

anticipated benefits of our continuation may not be realized.

incurred direct costs and expenses related to the continuance, including attorneys’ fees, accountants’ fees, financial printing

expenses and filing fees.

While we believe that the Continuance will result in operational, administrative and other benefits that significantly

outweigh the related costs and expenses, we cannot assure you that those benefits will be realized.

If the benefits of any proposed acquisition do not meet the expectations

of investors, shareholders or financial analysts, the market price of our common shares could decline.

the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our common

shares prior to the closing of the proposed acquisition may decline.

The market values of our common shares at the time of the proposed

acquisition may vary significantly from their prices on the date the acquisition target was identified.

addition, broad market and industry factors may materially harm the market price of our common irrespective of our operating performance.

The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating

2 unchanged sentences

A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar

to us could depress the price of our common shares and/or Unit A Warrants regardless of our business, prospects, financial conditions

or results of operations.

A decline in the market price of our securities also could adversely affect our ability to issue additional

securities and our ability to obtain additional financing in the future.

Shares eligible for future sale may adversely

affect the market.

From time to time, certain

of our shareholders may be eligible to sell all or some of their common shares by means of ordinary brokerage transactions in the open

market pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, or the Securities Act, subject to certain limitations.

In general, pursuant to Rule 144, non-affiliate shareholders may sell freely after six months, subject only to the current public information

Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public

information, and notice requirements.

Of the approximately 4,901,677 common shares outstanding as of December 31, 2024, approximately

3,176,372 shares were tradable without restriction.

Given the limited trading of our common shares, resale of even a small number of our

common shares pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common shares.

We have never paid dividends on our common

shares and may not do so in the future.

Holders of our common shares

are entitled to receive such dividends as may be declared by our board of directors.

To date, we have paid no cash dividends on our common

shares and we do not expect to pay cash dividends on our common shares in the foreseeable future.

We intend to retain future earnings,

if any, to provide funds for the operations of our business.

Therefore, any return investors in our common shares may have will be in

the form of appreciation, if any, in the market value of their common shares.

to us could depress the price of our common shares regardless of our business, prospects, financial conditions or results of operations.

A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability

to obtain additional financing in the future.

eligible for future sale may adversely affect the market.

time to time, certain of our shareholders may be eligible to sell all or some of their common shares by means of ordinary brokerage transactions

in the open market pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, or the Securities Act, subject to certain

In general, pursuant to Rule 144, non-affiliate shareholders may sell freely after six months, subject only to the current

public information requirement.

Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities),

current public information, and notice requirements.

Of the approximately 4,901,677 common shares outstanding as of December 31, 2025,

approximately 1,725,963 shares were tradable without restriction.

Given the limited trading of our common shares, resale of even a small

number of our common shares pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our

common shares.

have never paid dividends on our common shares and may not do so in the future.

of our common shares are entitled to receive such dividends as may be declared by our board of directors.

To date, we have paid no cash

dividends on our common shares and we do not expect to pay cash dividends on our common shares in the foreseeable future.

retain future earnings, if any, to provide funds for the operations of our business.

Therefore, any return investors in our common shares

may have will be in the form of appreciation, if any, in the market value of their common shares.

See “Dividend Policy.”

Holders of our warrants have no rights

as a common shareholder until they acquire our common shares.

Until you acquire our common

shares upon exercise of your warrants, you have no rights as a shareholder in respect of the common shares underlying such warrants.

Upon exercise of your warrants, you will be entitled to exercise the rights of a common shareholder only as to matters for which the

record date occurs after the exercise date.

As we are a reporting company under the

Exchange Act, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and any failure

to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value

of our common shares.

We are required, pursuant

to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness

of our internal control over financial reporting.

This assessment includes disclosure of any material weaknesses identified by our management

in our internal control over financial reporting.

Our independent registered public accounting firm will not be required to attest to

the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following

the date we are no longer an emerging growth company, as defined in the JOBS Act.

We will be required to disclose significant changes

made in our internal control procedures on a quarterly basis.

We are beginning the costly

and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with

Section 404, and we may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

Our compliance

with Section 404 requires that we incur substantial accounting expenses and expend significant management efforts.

We may need to hire

additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the

system and process documentation necessary to perform the evaluation needed to comply with Section 404.

During the evaluation and

testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting,

we will be unable to assert that our internal control over financial reporting is effective.

We cannot assure you that there will not

be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.

Any failure to maintain

internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results

of operations.

If we are unable to conclude that our internal control over financial reporting is effective, we could lose investor confidence

in the accuracy and completeness of our financial reports, the market price of our common shares could decline, and we could be subject

to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

Failure to remedy any material weakness in our internal

control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also

restrict our future access to the capital markets.

We are an emerging growth company within

the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging

growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance

with other public companies.

We are an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404, reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

we are a reporting company under the Exchange Act, we will be obligated to develop and maintain proper and effective internal controls

over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence

in our company and, as a result, the value of our common shares.

are required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things,

the effectiveness of our internal control over financial reporting.

This assessment includes disclosure of any material weaknesses identified

by our management in our internal control over financial reporting.

Our independent registered public accounting firm will not be required

to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with

the SEC following the date we are no longer an emerging growth company, as defined in the JOBS Act.

We will be required to disclose significant

changes made in our internal control procedures on a quarterly basis.

are beginning the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation

needed to comply with Section 404, and we may not be able to complete our evaluation, testing and any required remediation in a timely

Our compliance with Section 404 requires that we incur substantial accounting expenses and expend significant management efforts.

We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge

and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over

financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

We cannot assure you

that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial

condition or results of operations.

If we are unable to conclude that our internal control over financial reporting is effective, we

could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common shares could

decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

Failure to remedy

any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required

of public companies, could also restrict our future access to the capital markets.

are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more

difficult to compare our performance with other public companies.

are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of

Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions

from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging growth company

for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common

shares held by non-affiliates exceeds US$700 million as of any November 30 before that time, in which case we would no longer be an emerging

growth company as of the following May 31.

We cannot predict whether investors will find our securities less attractive because we will

rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the

trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities

and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which

means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make

comparison of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging

growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

We will continue to incur increased costs

as a result of operating as a reporting company under the Exchange Act, and our management will continue to be required to devote substantial

time to compliance with our reporting company responsibilities and corporate governance practices.

As a reporting company under

the Exchange Act, and particularly after we are no longer an “emerging growth company,” we will continue to incur significant

legal, accounting and other expenses The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing

requirements of The Nasdaq Capital Market and other applicable securities rules and regulations impose various requirements on public

Compliance with these laws and regulations has increased and will continue to increase our legal and financial compliance

costs and make some activities more difficult, time-consuming or costly.

Our management and other personnel must devote a substantial

amount of time to compliance with these requirements.

Moreover, these rules and regulations increase our legal and financial compliance

costs and make some activities more time-consuming and costly.

For example, these rules and regulations make it more difficult and more

expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract

and retain qualified members of our board of directors.

We cannot predict or estimate the amount of additional future costs we will incur

as a public company or the timing of such costs.

Changes to tax laws may have an adverse

impact on us and holders of our common shares.

Changes in tax laws, including

amendments to tax laws, changes in the interpretation of tax laws or changes in the administrative pronouncements or positions by the

CRA, may also have a material adverse effect on our shareholders and their investment in our common shares.

Purchasers of our common

shares should consult their tax advisors regarding the potential tax consequences associated with the acquisition, holding and disposition

of our common shares in their circumstances.

could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including

if the market value of our common shares held by non-affiliates exceeds US$700 million as of any November 30 before that time, in which

case we would no longer be an emerging growth company as of the following May 31.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance

on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading

market for our securities and the trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of our consolidated financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

will continue to incur increased costs as a result of operating as a reporting company under the Exchange Act, and our management will

continue to be required to devote substantial time to compliance with our reporting company responsibilities and corporate governance

a reporting company under the Exchange Act, and particularly after we are no longer an “emerging growth company,” we will

continue to incur significant legal, accounting and other expenses The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer

Protection Act, the listing requirements of The Nasdaq Capital Market and other applicable securities rules and regulations impose various

requirements on public companies.

Compliance with these laws and regulations has increased and will continue to increase our legal and

financial compliance costs and make some activities more difficult, time-consuming or costly.

Our management and other personnel must

devote a substantial amount of time to compliance with these requirements.

Moreover, these rules and regulations increase our legal and

financial compliance costs and make some activities more time-consuming and costly.

For example, these rules and regulations make it

more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more

difficult for us to attract and retain qualified members of our board of directors.

We cannot predict or estimate the amount of additional

future costs we will incur as a public company or the timing of such costs.

to tax laws may have an adverse impact on us and holders of our common shares.

in tax laws, including amendments to tax laws, changes in the interpretation of tax laws or changes in the administrative pronouncements

or positions by the CRA, may also have a material adverse effect on our shareholders and their investment in our common shares.

of our common shares should consult their tax advisors regarding the potential tax consequences associated with the acquisition, holding

and disposition of our common shares in their circumstances.

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