What changed in this filing

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Item 1A. Risk Factors

2026-05-15 compared with 2025-11-14 · 53 added, 27 removed, 4 unchanged (95% of the section changed)

Other than as set forth below,

there have been no material changes to the risk factors previously disclosed in the section titled “Risk Factors” included

in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (the “Annual Report”).

Our business continues to involve significant risks and uncertainties.

You should carefully review the risks described in the Annual Report,

together with the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related

Additional risks and uncertainties that are not currently known to us, or that we currently deem immaterial, could also materially

affect our business, results of operations, or financial condition.

The realization of any of these risks could adversely impact our reputation,

business performance, financial condition, and prospects, and could cause the market price of our common stock to decline.

The Company’s ability to continue

operating as planned depends on successfully obtaining additional financing, improving operating cash flows, or completing a strategic

While management is actively exploring these options, there can be no assurance that such efforts will be successful or

that the terms of any financing or transaction will be favorable.

If the Company is unable to raise additional capital

or improve operating results, the Board of Directors may determine that it is in the best interests of stockholders to explore other strategic

alternatives, which could include a sale, merger, restructuring, or, as a last resort, an orderly wind-down of operations.

of funds available for distribution to stockholders in any such scenario would depend on several factors, including the timing of the

decision, the proceeds realized from any asset sales, and the amounts required to satisfy existing and contingent obligations.

These obligations could include, among others,

contractual severance arrangements, lease commitments, or potential litigation or claims arising in the ordinary course of business.

applicable Delaware law, the Company would be required to satisfy or make reasonable provision for such obligations before any distributions

to stockholders.

As a result, the amount ultimately available for distribution, if any, could be reduced.

Although management continues to focus on improving liquidity through

operations, cost management, and potential strategic transactions, there can be no assurance that these efforts will be sufficient to

mitigate the risks described above.

Unregistered Sales of Equity Securities and Use of Proceeds

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

Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026 (our “Annual Report”).

business involves significant risks.

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

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

and related notes as disclosed in our Annual Report.

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

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

adversely affect our business.

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

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

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

If we do not successfully raise additional

capital, improve our operating cash flow, or complete a strategic transaction, our board of directors may decide to pursue a dissolution

and liquidation of our company.

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

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

which we can give you no assurance.

There can be no assurance that we will successfully raise additional

capital, that we will improve our operating cash flow, or that we will be able to complete a strategic transaction.

If none of those occur,

our board of directors may decide to pursue a dissolution and liquidation of our company.

In such an event, the amount of cash available

for distribution to our stockholders will depend heavily on the timing of such decision and, ultimately, such liquidation, since the amount

of cash available for distribution continues to decrease as we fund our operations while pursuing a financing, improved operations, or

a strategic transaction.

In addition, if our board of directors were to approve and recommend a dissolution and liquidation of our company,

under Delaware law, before a dissolved corporation may make any distribution to its stockholders, it must pay or make reasonable provision

to pay all of its claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation.

As a result of this requirement, a portion of our assets would need to be reserved pending the resolution of such obligations.

In addition, we may be subject

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

If a dissolution and liquidation were to be pursued,

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

amount to reserve.

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

a liquidation, dissolution or winding up of our company.

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

value ever being returned to our stockholders.

If we fail to regain or thereafter do not

maintain compliance with the continued listing requirements of Nasdaq, our common stock may be delisted.

Our common stock is currently

listed on the Nasdaq Capital Market.

To maintain that listing, we must satisfy minimum financial and other continued listing requirements

and standards, including those relating to stockholders’ equity, market value of publicly held shares minimum bid price, and corporate

governance requirements.

There can be no assurance that we will regain compliance with the minimum stockholders’ equity requirement

or continue to satisfy the other listing requirements.

If we fail to regain or maintain compliance with Nasdaq listing standards, our

common stock could be delisted, which could negatively impact the liquidity and market price of our securities, prevent analyst coverage,

decrease the ability of investors to trade our securities, and impair our ability to raise capital.

Unregistered Sales of Equity Securities

and Use of Proceeds

Default Upon Senior Securities

2 unchanged sentences

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

What changed 10-Q

Item 1A. Risk Factors