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Item 1A. Risk Factors

2026-03-26 compared with 2025-03-27 · 313 added, 298 removed, 347 unchanged (64% of the section changed)

addition to the other information set forth in this report, you should carefully consider the following factors, which could materially

affect our business, financial condition or future results.

The risks described below are not the only risks we face.

Additional risks

and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial

condition or results of operations.

The risks are listed below in no particular order.

in our securities involves a high degree of risk.

You should carefully consider the following risk factors, together with the other information

contained in this Form 10-K, including our consolidated financial statements and the related notes, before making an investment decision.

If any of the following risks actually occur, our business, financial condition, results of operations or prospects could be materially

adversely affected.

In that event, the trading price of our securities could decline, and investors could lose all or part of their investment.

risks described below are not the only risks facing our Company.

Additional risks and uncertainties not presently known to us or that

we currently believe are immaterial may also adversely affect our business, financial condition, results of operations or prospects

Related to Our Business

Various factors raise substantial doubt about

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

Company has incurred significant losses since its inception, including a net loss of $16,163,789 for the year ended December 31, 2024,

and has an accumulated deficit of $64,476,966 as of December 31, 2024.

These factors, among others, raise substantial doubt about the

Company’s ability to continue as a going concern.

The Company’s continuation as a going concern is dependent upon its ability

to generate positive cash flows from operations and to secure additional sources of equity and/or debt financing.

Despite the Company’s

intent to fund operations through equity and debt financing arrangements, there is no assurance that such financing will be available

on terms acceptable to the Company, if at all.

independent auditors have included an explanatory paragraph in their audit report regarding the Company’s ability to continue as

a going concern.

This going concern risk may materially limit our ability to raise additional funds through the issuance of new debt

or equity or may adversely affect the terms upon which such capital may be available.

The inability to obtain sufficient financing on

acceptable terms could have a material adverse effect on the Company’s financial condition, results of operations, and business

Company is actively pursuing strategies to mitigate these risks, focusing on transitioning towards revenue generation from its existing

product offerings and expanding its customer base.

However, there can be no assurance that these efforts will prove successful or that

the Company will achieve its intended financial stability.

The failure to successfully address these going concern risks may materially

and adversely affect the Company’s business, financial condition, and results of operations.

Investors should consider the substantial

risks and uncertainties inherent in the Company’s business before investing in the Company’s securities.

business, results of operations and financial condition could be adversely affected by the effects of widespread public health pandemics,

such as COVID-19, that are beyond our control.

We have expressed substantial doubt about our ability to continue as a going concern.

independent registered public accounting firm’s report on our audited financial statements includes an explanatory paragraph expressing

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

We have a history of operating losses, have never generated a profit,

and have relied primarily on equity and debt financings to fund our operations.

For the year ended December 31, 2025, we incurred a net

loss of approximately $19.4 million, and accumulated deficit of approximately $83.9 million and cash and cash equivalents of approximately

$5.9 million.

We also had availability on our revolving line of credit of approximately $3.4 million.

ability to continue as a going concern depends on our ability to generate positive cash flows from operations and to obtain additional

financing on acceptable terms, if at all.

We expect to continue to incur operating losses as we scale our operations and invest in product

development, manufacturing, and commercialization.

There can be no assurance that we will achieve profitability or generate sufficient

cash flows from operations in the future.

If we are unable to obtain additional financing when needed, our liquidity, financial condition,

and ability to continue operations could be materially and adversely affected.

business, results of operations and financial condition could be adversely affected by the effects of widespread public health events

or outbreaks that are beyond our control.

significant outbreak, epidemic or pandemic of contagious diseases in any geographic area in which we operate or plan to operate could

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to perform their responsibilities.

Such results could have a materially adverse effect on our business.

the extent the COVID-19 pandemic or a similar public health threat has an impact on our business, it is likely to also have the effect

of heightening many of the other risks described in this “ Risk Factors ” section.

are a growth stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable

have incurred net losses since our inception.

In the twelve months ended December 31, 2024 and 2023, we incurred operating losses of

$16,163,789 and $14,928,958, respectively, and as of December 31, 2024, we had an accumulated deficit of $64,476,966.

We believe net

operating losses will decrease or become net income in the near future as we ramp up sales of our AL3 tonneau covers and launch highly-anticipated

product lines, such as our AL4 and SOLIS tonneau covers;

however, these product launches will require additional investments, and we

will need to invest in additional research and development for our COR energy storage systems and future product lines.

The market releases

for these additional product lines may occur later than we expect or not at all.

We are unsure whether we will be profitable in the near

future while we continue to ramp up our product offerings, bolster our sales channels, and increase output capacity, and we cannot assure

you that we will ever achieve or be able to maintain profitability in the future.

Even if we can successfully develop our additional

products and attract customers, there can be no assurance that we will be financially successful.

For example, as we expand our product

portfolio, and expand internationally, we will need to manage costs effectively to sell those products at our expected margins.

to become profitable would materially and adversely affect the value of your investment.

If we are ever to achieve profitability, it

will be dependent upon the successful development and commercial introduction and acceptance of our consumer products, and our services,

which may not occur.

Such events could have a materially adverse effect on our business.

Any such public health events

may also exacerbate other risks described in this “ Risk Factors ” section.

will require additional capital to fund our operations, and such capital may not be available on acceptable terms, or at all.

expect to require additional capital to fund working capital needs, capital expenditures, product development, manufacturing scale-up,

sales and marketing activities, and ongoing operating losses.

Our future capital requirements will depend on many factors, including

the pace of commercialization of our products, customer demand, manufacturing costs, and operating expenses.

financing may not be available when needed or on terms acceptable to us.

Any future equity or equity-linked financing would dilute existing

stockholders, and debt financing could impose restrictive covenants, require significant cash payments, or limit our operational flexibility.

If we are unable to obtain sufficient capital to support our operations and growth strategy, our business, financial condition, and results

of operations could be materially and adversely affected.

have only sold tonneau covers, the market size of which is limited.

Our long-term results depend upon our ability to successfully introduce

and market new products, which may expose us to new and increased challenges and risks.

date, we have only sold tonneau covers, the market size of which is limited.

Our growth strategy depends, in part, on our ability to

successfully introduce and market new products, such as our SOLIS cover and COR system, as well as developing new products.

As we introduce

new products or refine, improve or upgrade versions of existing products, we cannot predict the level of market acceptance or the amount

of market share these products will achieve, if any.

Our ability to compete also depends on our ability to anticipate and respond to

evolving customer preferences, industry standards and technological developments, including developments affecting product design, functionality,

manufacturing processes, battery and energy storage technologies, software-enabled features and automation.

We cannot assure you that

we will not experience material delays in the introduction of new products and services in the future.

Consistent with our strategy of

offering new products and product refinements, we expect to continue to use a substantial amount of capital for product refinement, research

and development, and sales and marketing, which may not provide a return on investment in the event we fail to bring potential products

In addition, if we are unable to adjust our manufacturing capabilities, supplier base, quality controls and operational processes

in a timely and cost-effective manner to support evolving technologies or new product requirements, our costs could increase, our margins

could decline, product launches could be delayed and our competitive position could be harmed.

We will need additional capital for product

development and refinement, and this capital may not be available on terms favorable to us, if at all, which could adversely affect our

business, prospects, financial condition, results of operations, and cash flows.

If we are unable to successfully introduce, integrate,

and market new products and services, or to adapt to technological changes in our products or operations, our business, prospects, financial

condition, results of operations, and cash flows may be materially and adversely affected.

may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance

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could adversely affect consumer perception about our products.

US Central Bank has provided forward-looking guidance of relatively high interest rates plateauing for the near future.

Central Bank has provided forward-looking guidance of relatively high interest rates plateauing for the near future.

may need to invest in additional machinery, equipment and land if demand for our products is higher than anticipated or if we secure

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High interest rates increase the amount that we must pay

for our mortgage on our West Seneca, NY property.

At the same time, it lowers the attractiveness of refinancing, despite the fact that

our anticipated positive future cash flows would allow us to seek financing from a broader selection of lenders.

related to our indebtedness.

At the same time, it lowers the attractiveness of refinancing, despite the fact that our anticipated positive

future cash flows would allow us to seek financing from a broader selection of lenders.

uncertain economic conditions, including inflation and the risk of a global recession could impair our ability to forecast and may harm

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may also decrease, which would lower the value of our production facility in West Seneca, NY.

business and operations would suffer in the event of computer system failures, cyberattacks or a deficiency in our cybersecurity or a

natural disaster.

business and operations would suffer in the event of computer system failures, cyberattacks or a deficiency in our cybersecurity, or

an inability to effectively adopt and govern emerging technologies, including artificial intelligence, or a natural disaster.

are growing risks related to the security, confidentiality and integrity of personal and corporate information stored and transmitted

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or technological error.

The increasing availability and use of artificial intelligence technologies may further increase these risks

by enabling more targeted phishing attempts, fraud, social engineering, malicious code development and other cyber intrusions, and our

own or our third-party service providers’ use of artificial intelligence tools may create additional risks relating to data privacy,

confidentiality, intellectual property, accuracy, bias, internal controls and regulatory compliance.

the implementation of security measures, our internal computer systems, and those of third parties on which we rely (including our vendors,

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intensity and sophistication of attempted attacks and intrusions from around the world have increased.

If such an event were to occur

and cause interruptions in our operations, it could result in a material disruption of our product development programs.

To the extent

that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure

of confidential or proprietary information, we could incur material legal claims (including class claims) and liability, substantial

remediation costs, regulatory enforcement, liability under data protection laws, additional reporting requirements and damage to our

reputation, and the further development of our product lines could be delayed.

If we or our third-party service

providers fail to adopt, implement, monitor or govern artificial intelligence technologies effectively and responsibly, or if such technologies

produce inaccurate, misleading or unauthorized outputs or actions, our operations, decision-making, customer relationships, reputation

or compliance efforts could be adversely affected.

If such an event were to occur and cause interruptions in our operations, it could

result in a material disruption of our product development programs.

To the extent that any disruption or security breach was to result

in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could

incur material legal claims (including class claims) and liability, substantial remediation costs, regulatory enforcement, liability

under data protection laws, additional reporting requirements and damage to our reputation, and the further development of our product

lines could be delayed.

mitigate risks associated with cybersecurity attacks, we have cybersecurity insurance coverage in the aggregate amount of $1,000,000

per annual policy period, which covers damages from a range of potential cybersecurity issues including but not limited to property damage,

privacy liability, privacy regulatory defense, cyber extortion, and post breach remediation.

per annual policy period , which covers damages from a range of potential cybersecurity issues including but not limited to property

damage, computer crime, privacy liability, privacy regulatory defense, cyber extortion, and post breach remediation.

may not be able to accurately estimate the demand for our tonneau covers, which could result in inefficiencies in our production and

hinder our ability to generate profits.

we fail to accurately predict our manufacturing requirements, we will incur the risk of having to pay for production capacities that

hinder our ability to generate revenue.

we fail to predict our manufacturing requirements accurately, we will incur the risk of having to pay for production capacities that

we reserved but will not be able to use or that we will not be able to secure sufficient additional production capacities at reasonable

costs in the event product demand exceeds expectations.

A single contract with an OEM, private label or key distributor can significantly

increase demand for our products, requiring investments in expanded operational capacity including personnel, equipment and potentially

A single contract with an OEM or key distributor can significantly increase demand

for our products, requiring investments in expanded operational capacity including personnel, equipment and potential facilities.

future growth may be limited.

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To accommodate growth and compete effectively, we will need working capital to maintain adequate

inventory levels, develop additional procedures and controls and increase, train, motivate and manage our workforce.

inventory levels, develop additional procedures and controls and increase, train, motivate and manage our work force.

There is no assurance

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that we will generate higher revenues from our prospective sales partners nor be able to capitalize on additional third-party manufacturers.

rely on two suppliers for the production of our outsourced finished goods which may hinder our ability to grow.

purchase all of our soft tonneau covers from two supplier sources in China.

rely on one supplier for the production of our outsourced soft tonneau covers,

which may hinder our ability to grow.

purchase all of our soft tonneau covers from a supplier located in Foshan, China.

We carry significant strategic inventories of these finished

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Strategic inventories are managed based on demand.

are now manufacturing hard covers in the United States, the loss of one or both of these suppliers or a delay in shipments could have

a material adverse effect on our soft tonneau cover sales and business.

will need additional financing in order to grow our business.

time to time, in order to expand operations to meet customer demand, we will need to incur additional capital expenditures.

These capital

expenditures are intended to be funded from third party sources, including the incurring of debt and/or the sale of additional equity

In addition to requiring additional financing to fund capital expenditures, we may require additional financing to fund working

capital, research and development, sales and marketing, general and administrative expenditures and operating losses.

The incurrence

of debt creates additional financial leverage and therefore an increase in the financial risk of our operations.

The sale of additional

equity securities will be dilutive to the interests of current equity holders.

In addition, there can be no assurance that such additional

financing, whether debt or equity, will be available to us or that it will be available on acceptable commercial terms.

Any inability

to secure such additional financing on appropriate terms could have a materially adverse impact on our business, financial condition

and operating results.

are now manufacturing hard tonneau covers in the U.S., the loss of this supplier or a delay in shipments could have a material adverse

effect on our soft tonneau cover sales and business.

rely on key personnel, especially Steven Rossi, our Chief Executive Officer, President and Chairman of the Board.

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success depends to a significant degree upon our ability to develop, maintain, and protect proprietary products and technologies.

December 31, 2024, we own 18 utility patents, 23 design registrations, and 79 pending utility and design patent applications worldwide.

However, patents provide only limited protection of our intellectual property.

The assertion of patent protection involves complex legal

and factual determinations and is therefore uncertain and potentially expensive.

We cannot provide assurance that patents will be granted

with respect to our pending patent applications, that the scope of any patents we might obtain will be sufficiently broad to offer meaningful

protection, or that we will develop additional proprietary products that are patentable.

In fact, any patents which might issue from

our patent applications pending with the United States Patent and Trademark Office could be successfully challenged, invalidated or circumvented.

This could result in our pending patent rights failing to create an effective competitive barrier.

Losing a significant patent or failing

to get a patent issued from a pending patent application we consider significant could have a material adverse effect on our business.

patents provide only limited protection of our intellectual property.

The assertion of patent protection involves complex legal and factual

determinations and is therefore uncertain and potentially expensive.

We cannot provide assurance that patents will be granted with respect

to our pending patent applications, that the scope of any patents we might obtain will be sufficiently broad to offer meaningful protection,

or that we will develop additional proprietary products that are patentable.

In fact, any patents which might issue from our patent applications

pending with the U.S.

Patent and Trademark Office could be successfully challenged, invalidated or circumvented.

This could result in

our pending patent rights failing to create an effective competitive barrier.

Losing a significant patent or failing to get a patent

issued from a pending patent application we consider significant could have a material adverse effect on our business.

may not be able to protect our intellectual property rights throughout the world, which could negatively impact our business.

prosecuting and defending patents covering our current and future product candidates and technology platforms in all countries throughout

the world would be prohibitively expensive.

prosecuting and defending patents covering our current and future product candidates and technology platforms in all countries worldwide

would be prohibitively expensive.

Competitors may use our technologies in jurisdictions where we have not obtained patent protection

to develop their own products and, further, may export otherwise infringing products to territories where we may obtain patent protection

but where patent enforcement is not as strong as that in the United States.

These products may compete with our products in jurisdictions

where we do not have any issued or licensed patents, and any future patent claims or other intellectual property rights may not be effective

but where patent enforcement is not as strong as that in the U.S..

These products may compete with our products in jurisdictions where

we do not have any issued or licensed patents, and any future patent claims or other intellectual property rights may not be effective

or sufficient to prevent them from so competing.

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Accordingly, our efforts to enforce our intellectual

property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual

property that we develop or license.

property and proprietary rights worldwide may be inadequate to obtain a significant commercial advantage from the intellectual property

we develop or license.

countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties.

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of legal challenges;

competitors might conduct research and development activities in the United States and other countries that provide a safe harbor

from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent

rights, and then use the information learned from such activities to develop competitive products for sale in our major commercial

competitors might conduct research and development activities in the U.S.

and other countries that provide a safe harbor from patent

infringement claims for certain research and development activities, as well as in countries where we do not have patent rights,

and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

may not develop additional proprietary technologies that are patentable;

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or other proceedings we or our licensee(s) may initiate against third parties seeking to invalidate the patents held by such third

parties or to obtain a judgment that our products do not infringe such third parties’ patents;

parties or to obtain a judgment that our products do not infringe such third parties’ patents; and

or other proceedings third parties may initiate against us to seek to enforce their patents and/or invalidate our patents.

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Substantial additional costs may be evident in the event

that litigation or other proceedings were initiated against us because we would have to seek legal defense or counsel in the province

(Canada) or state (U.S.) where the litigation or legal proceedings were filed.

Failure to adequately protect our intellectual property

rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage,

and a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results.

that litigation or other proceedings were initiated against us because we would have to seek legal defense or counsel in the state (U.S.)

or province (Canada) where the litigation or legal proceedings were filed.

Failure to adequately protect our intellectual property rights

could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage, and

a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results.

Confidentiality

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unable to supply enough product amid periods of high product demand, the opportunity costs of which could be substantial.

risk is partially offset by the fact that we domestically manufacture our line of hard tonneau covers, which is responsible for a larger

portion of our sales than our outsource manufactured soft tonneau covers.

are risks associated with domestic production that may result in slower or more expensive production.

to August of 2023, we had no experience in the domestic manufacturing of tonneau covers.

Domestic production entails far more detailed

sourcing of raw materials as well as hiring and training of personnel.

Domestic production increases our susceptibility to domestic low-wage

labor shortages and subjects us to higher thresholds of compliance with local labor and business laws.

may not be successful in our potential business combinations.

may, in the future, pursue acquisitions of other complementary businesses and technology licensing arrangements.

We have been approached

by competitors to license one or more of our tonneau cover products.

We may also pursue strategic alliances and joint ventures that leverage

another company’s core products and industry experience to expand our product offerings and geographic presence.

We have limited

experience with respect to acquiring other companies and limited experience with respect to forming collaborations, strategic alliances

and joint ventures.

If we were to make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing

business and could assume unknown or contingent liabilities.

Integrating an acquired company also may require management resources that

otherwise would be available for the ongoing development of our existing business.

if our outsourced manufacturers or suppliers are unable or unwilling to adopt new production methods, automation, quality systems or

other technological improvements necessary to support our current or future products on a timely and cost-effective basis, our manufacturing

costs, product quality, launch timing and ability to compete could be adversely affected

have competition for our market share which could harm our sales.

participate in the automotive aftermarket equipment industry which is highly competitive for a relatively limited customer base.

that compete in this market include Real Truck (formerly Truck Hero), Truck Accessories Group, and Agri-Cover, Inc., among others.

that compete in this market include RealTruck, Truck Accessories Group, and Agri-Cover, Inc., among others.

of our current competitors are significantly better funded and have longer operating histories than we do.

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or lawsuits against us.

While we had insurance coverage of $2,000,000 for the year ended December 31, 2024, we have no assurance that

this insurance will be adequate to protect us from all material judgments and expenses related to potential future claims or that these

levels of insurance will be available at economical prices, if at all.

To that extent, product liability insurance is conditional and

up for further investigation.

A successful product liability claim could result in substantial costs for us.

Even if we are fully insured

as it relates to a claim, a claim could nevertheless diminish our brand and divert management’s attention and resources, which

could have a negative impact on our business, financial condition and results of operations.

may produce products of inferior quality which would cause us to lose customers.

we make an effort to ensure the high quality of our products, they could from time to time contain defects, anomalies or malfunctions

that are undetectable at the time of shipment.

These defects, anomalies or malfunctions could be discovered after our products are shipped

to customers, resulting in the return or exchange of our products, customers’ claims for compensatory damages or discontinuation

of the use of our products, which could negatively impact our operating results.

We do not presently have product recall (or similar

function) insurance that protects a company against broad-scale product manufacturing defects, engineering defects and the costs related

to a broad product recall such as shipping, replacement or repairs.

Even if in place, there is no guarantee that the full costs of any

reimbursements or claims, lawsuits or litigation would be covered by such insurance.

While we had $5,000,000 in umbrella coverage on top of our $1,000,000 aggregate product liability coverage as

of the date of this prospectus, we have no assurance that this insurance will be adequate to protect us from all material judgments and

expenses related to potential future claims or that these levels of insurance will be available at economical prices, if at all.

extent, product liability insurance is conditional and up for further investigation.

A successful product liability claim could result

in substantial costs for us.

Even if we are fully insured as it relates to a claim, a claim could nevertheless diminish our brand and

divert management’s attention and resources, which could have a negative impact on our business, financial condition and results

of operations.

may produce products of inferior quality or perceived inferior quality which would cause us to lose customers.

we make an effort to ensure the high quality of our light truck tonneau cover products, they could from time to time contain defects,

anomalies or malfunctions that are undetectable at the time of shipment.

These defects, anomalies or malfunctions could be discovered

after our products are shipped to customers, resulting in the return or exchange of our products, customers’ claims for compensatory

damages or discontinuation of the use of our products, which could negatively impact our operating results.

We do not presently have

product recall (or similar function) insurance that protects a company against broad-scale product manufacturing defects, engineering

defects and the costs related to a broad product recall such as shipping, replacement or repairs.

Even if in place, there is no guarantee

that the full costs of any reimbursements or claims, lawsuits or litigation would be covered by such insurance.

conditions, including direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results.

operations could be disrupted by geopolitical conditions, political and social instability, acts of war, terrorist activity or other

similar events.

It is not possible to predict the broader consequences of current global conflicts, although such consequences can include

rising geopolitical tensions, rising regional instability, geopolitical shifts, cyberattacks or the disruption of energy exports for

the parties involved, neighboring parties, or supporting parties of these conflicts or their resulting sanctions.

Such consequences could

materially adversely affect global trade, currency exchange rates, regional economies and the global economy.

These situations remain

uncertain, and while it is difficult to predict the impact of any of the foregoing, these conflicts and actions taken in response to

these conflicts could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional

capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

conditions, including but not limited to acts of war, terrorism, political and social instability, may negatively impact our business

operations and financial performance.

Our business activities could face interruptions due to such unpredictable geopolitical events.

Notably, the recent escalation of military conflict by Russia in Ukraine in February 2022, the internal conflict within Sudan that erupted

in April 2023 between the Rapid Support Forces and the Sudanese Armed Forces, and the conflict initiated by Hamas against Israel in October

2023, leading to a war in Gaza, have all contributed to a tense geopolitical climate.

This tension has also encouraged Houthi attacks

on commercial vessels in the Red Sea and hindered diplomatic efforts in the Middle East.

Moreover, ongoing conflicts in regions

such as Ethiopia and Myanmar further underscore the global nature of these geopolitical risks.

reaction to the invasion of Ukraine by Russia, the U.S.

along with several other nations have enforced substantial sanctions and export

controls on Russia and Belarus, as well as on certain individuals and enterprises linked to their political, commercial, and financial

There is a possibility that additional sanctions, trade restrictions, and retaliatory measures may be adopted should these conflicts

persist or escalate.

The full ramifications of these and other global conflicts are challenging to predict but may lead to increased

geopolitical tension, regional instability, shifts in geopolitical alliances, cyber threats, or interruptions in energy exports.

outcomes could have a considerable negative effect on international trade, currency exchange rates, regional economies, and the global

economic landscape.

In addition to the above, conflicts involving Iran and instability in the Middle East have contributed to volatility in global financial

markets, increases in energy prices and inflationary pressures.

While we do not have operations, suppliers or customers in the affected

regions, these developments could indirectly impact our business by increasing global energy and transportation costs and contributing

to higher costs of materials and logistics across our global supply chain, including materials sourced from our suppliers in Asia, and

may reduce consumer demand for our products, which are generally discretionary in nature.

In addition, such conditions could result in

adverse capital markets conditions, including reduced liquidity and increased volatility, which could impair our ability to access capital

on acceptable terms, or at all.

Any of these factors could adversely affect our business, financial condition and results of operations.

currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal

Deposit Insurance Corporation (“FDIC”), the loss of such assets would have a severe negative effect on our operations and

may maintain our cash assets at certain financial institutions in the U.S.

in amounts that may be in excess of the Federal Deposit Insurance

Corporation (“FDIC”) insurance limit of $250,000.

In the event of a failure of any financial institutions where we maintain

our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material

adverse effect upon our liquidity, financial condition and our results of operations.

Associated with Outsourced Manufacturing and Foreign Sourcing

trade regulations and policies with China may in the future have a material and adverse effect on our business, financial condition

and results of operations.

trade regulations and policies with China have in the past and may in the future have a material and adverse effect on our business,

financial condition and results of operations.

soft tonneau covers and some raw materials are sourced from China.

Any restrictions or tariffs imposed on products that we or our suppliers

import for sale or production in the U.S.

would adversely and directly impact our cost of sales.

government has recently imposed a variety of tariffs, duties

and other trade measures on imports from China, and there is an increasing risk of further changes to tariffs or other trade restrictions.

Any tariffs, duties, quotas, export controls, sanctions or other trade restrictions imposed on products that we or our suppliers import

for sale or production in the U.S.

would adversely and directly impact our cost of goods sold and could force us to seek alternative

suppliers, which may not be as cost effective or readily available.

In addition, changes in U.S.

trade regulations

and policies could have an adverse impact on trade relations between the U.S.

and certain foreign countries, which could materially and

adversely affect our relationships with our international suppliers and reduce the supply of goods available to us.

Further, we cannot

predict the extent to which the U.S.

will adopt changes to existing trade regulations and policies, which creates uncertainties in planning

our sourcing strategies and forecasting our margins.

If additional tariffs are imposed on our products , or other retaliatory trade

measures are taken, our costs could increase, and we may be required to raise our prices, which could materially and adversely affect

trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our results of operations.

Many of our raw materials are purchased from suppliers in a variety of non-U.S.

trade policy with countries where we source our products may change based on a number of factors, including, but not limited to, political

and economic factors.

For instance, the U.S.

government has imposed tariffs on certain foreign goods, including steel and certain commercial

vehicle parts, which have resulted in increased costs for goods imported into the U.S.

In response to these tariffs, a number of U.S.

trading partners have imposed retaliatory tariffs on a wide range of U.S.

If we are unable to pass price increases on to our

customer base or otherwise mitigate the costs, or if demand for our products decreases due to the higher cost, our results of operations

could be materially adversely affected.

In addition, further tariffs have been proposed by the United States and its trading partners

and additional trade restrictions could be implemented.

are risks associated with outsourced production in China, and their laws which may have a material adverse effect on our financial stability.

purchase all our soft tonneau cover finished goods from two suppliers in China.

Changes in Chinese laws and regulations, or their interpretation,

or the imposition of confiscatory taxation or restrictions are matters over which we have no control.

While the Chinese government has

been pursuing economic reform policies that encourage private economic activity and greater economic decentralization, there is no assurance

that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time

to time without notice.

trade regulations and policies could

have an adverse impact on trade relations between the U.S.

and certain foreign countries, which could materially and adversely affect

our relationships with our international suppliers and reduce the supply of goods available to us.

Further, we cannot predict the extent

to which the U.S.

or foreign governments will implement new or modified trade regulations and policies, which creates uncertainties in

planning our sourcing strategies and forecasting our margins.

Although we are taking steps to mitigate these risks, including evaluating

alternative sourcing and manufacturing strategies, the COR energy storage system is expected to be manufactured initially in China, we

and our manufacturing partner are actively evaluating potential U.S.

production options for future periods.

However, transitioning to

domestic production may involve significant costs, regulatory approvals and operational challenges, and there is no guarantee that it

will be operational in the anticipated timeframe.

If additional tariffs or other trade measures are implemented on our products, or other

retaliatory trade measures are taken, our costs could increase, and we may be required to raise our prices, which could materially and

adversely affect our results.

In addition, extended trade tensions and regulatory uncertainties may disrupt our supply chain, delay production

or negatively impact our ability to compete in the market.

are risks associated with outsourced production in China, and their laws may have a material adverse effect on our financial stability.

have historically purchased all our soft tonneau cover finished goods from one to two suppliers in China.

Changes in Chinese laws and regulations,

or their interpretation, or the imposition of confiscatory taxation or restrictions are matters over which we have no control.

the Chinese government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization,

there is no assurance that the Chinese government will continue to pursue these policies, or that it will not significantly alter these

policies from time to time without notice.

example, the Chinese government has enacted some laws and regulations dealing with matters such as corporate organization and governance,

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as we would be required to support sales at an acceptable cost and might have relatively limited time to adapt.

We have mitigated such

risks by stockpiling soft tonneau covers for domestic sales, but we will still rely on outsource manufacturing for additional soft cover

production, as we have not manufactured our own soft tonneau covers in the past and are not planning to do so in the short term.

We have not manufactured

our own soft tonneau covers in the past and are not planning to do so in the short term.

That is because developing these technological

capabilities and building or purchasing a facility will increase our expenses with no guarantee that we will be able to recover our investment

in our manufacturing capabilities.

engage in cross-border sales transactions which present tax risks among other obstacles.

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are subject to foreign currency risk which may adversely affect profitability.

are subject to foreign exchange risk.

We manufacture soft tonneau covers in China , source raw materials for hard tonneau covers

from the U.S., Canada and China, work with U.S.

and Canada-based service providers, and employ individuals in the U.S.

we report results of operations in U.S.

are subject to foreign exchange risk as we manufacture our products in China, market extensively in both Canadian and U.S.

employ people residing in both the U.S.

Meanwhile, we report results of operations in U.S.

Dollars (USD).

Large fluctuations in the exchange between foreign currencies and USD may adversely

affect profitability.

Changes in U.S.

policies or regulations, including potential rollbacks of electric vehicle initiatives, could adversely affect our business, strategy,

and growth prospects.

Our business strategy may rely,

in part, on regulatory support for electric vehicle adoption, including incentives, mandates, infrastructure investment and emissions

However, President Donald Trump has signed an executive order titled Unleashing American Energy , indicating that his

administration intends to reverse electric vehicle mandates implemented by the prior administration.

In addition, President Trump has

paused billions of dollars in federal funding allocated toward EV charging infrastructure.

The actions reflect a shift in

federal energy and transportation policy, and the future of the U.S.

regulatory environment surrounding electric vehicles remains uncertain.

Any reduction or elimination of governmental support for EV adoption or related infrastructure development could negatively impact market

demand, hinder our growth initiatives and materially affect our financial condition and results of operations.

Since our Canadian

customers pay in Canadian Dollars (CAD), we are subject to gains and losses due to fluctuations in the USD relative to the CAD.

having our soft tonneau covers manufactured in China, our manufacturers are paid in USD to better avoid the relatively greater fluctuation

of the Chinese Yuan (RMB).

Any large fluctuations in the exchange between the RMB and USD may cause product costs to increase, therefore

affecting revenues and profits, potentially adversely.

government policies or regulations, including potential rollbacks of electric vehicle initiatives, could adversely affect our

business, strategy, and growth prospects.

business strategy may rely, in part, on regulatory support for electric vehicle adoption, including incentives, mandates, infrastructure

investment and emissions regulations.

However, President Donald Trump has signed an executive order titled Unleashing American Energy ,

indicating that his administration intends to reverse electric vehicle mandates implemented by the prior administration.

President Trump has paused billions of dollars in federal funding allocated toward EV charging infrastructure.

actions reflect a shift in federal energy and transportation policy, and the future of the U.S.

regulatory environment surrounding electric

vehicles remains uncertain.

Any reduction or elimination of governmental support for EV adoption or related infrastructure development

could negatively impact market demand, hinder our growth initiatives and materially affect our financial condition and results of operations.

Related to the Ownership of Our Securities

have a large number of authorized but unissued shares of our common stock which will dilute existing ownership positions when issued.

December 31, 2024, our authorized capital stock consists of 29,900,000 shares of common stock, of which approximately 25,883,795 remain available

for issuance, including shares of common stock issuable upon the exercise of outstanding warrants.

Our management will continue to have

broad discretion to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions

and other transactions, without obtaining stockholder approval, unless stockholder approval is required under law or the rules of Nasdaq

or any other trading market on which our common stock may be listed.

If our management determines it be appropriate to issue shares of

our common stock from the large pool of authorized but unissued shares for any purpose in the future and is not required to obtain stockholder

approval, your ownership position would be diluted without your further ability to vote on that transaction.

December 31, 2025, our authorized capital stock consisted of 45,000,000 shares of common stock and 10,000,000 shares of preferred stock.

A substantial number of shares of our common stock remain available for issuance, including shares issuable upon the exercise of outstanding

Board of Directors has the authority to issue additional shares of common stock and, with respect to preferred stock, to establish the

rights, preferences and privileges of one or more series of preferred stock without further stockholder approval, except where stockholder

approval may be required by applicable law or the rules of Nasdaq or any other trading market on which our common stock may be listed.

issuance of additional shares of common stock could dilute the ownership interests of existing stockholders.

In addition, the issuance

of preferred stock could adversely affect the voting power, dividend rights and other rights of holders of our common stock and could

have the effect of discouraging, delaying or preventing a change in control of the Company.

common stock or warrants may be affected by limited trading volume and price fluctuations, which could adversely impact the value of

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which will limit the ability of other shareholders to influence the outcome of important decisions.

Rossi currently owns 100% of our outstanding Series A Preferred Stock which entitles him to 51% of the voting power of our outstanding

voting equity.

Subject to any fiduciary duties owed to our other stockholders under Nevada law, Mr.

Rossi is able to exercise significant

influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions,

and will have some control over our management and policies.

Rossi may have interests that are different from yours.

Rossi may support proposals and actions with which you may disagree.

The concentration of ownership could delay or prevent a change

in control of our Company or otherwise discourage a potential acquirer from attempting to obtain control of our Company, which in turn

could reduce the price of our stock.

In addition, Mr.

Rossi could use his voting influence to maintain our existing management and directors

in office, delay or prevent changes in control of our Company, or support or reject other management and Board proposals that are subject

to stockholder approval, such as amendments to our employee stock plans and approvals of significant financing transactions.

Steven Rossi currently owns 100% of our outstanding Series A Preferred

Stock which entitles him to 51% of the voting power of our outstanding voting equity.

Subject to any fiduciary duties owed to our other

stockholders under Nevada law, Mr Steven Rossi is able to exercise significant influence over matters requiring stockholder approval,

including the election of directors and approval of significant corporate transactions, and will have some control over our management

and policies.

Steven Rossi may have interests that are different from yours.

For example, Mr.

Steven Rossi may support proposals and

actions with which you may disagree.

The concentration of ownership could delay or prevent a change in control of our Company or otherwise

discourage a potential acquirer from attempting to obtain control of our Company, which in turn could reduce the price of our stock.

addition, Mr.

Steven Rossi could use his voting influence to maintain our existing management and directors in office, delay or prevent

changes in control of our Company, or support or reject other management and Board proposals that are subject to stockholder approval,

such as amendments to our employee stock plans and approvals of significant financing transactions.

research analysts do not publish research about our business, or if they issue unfavorable commentary or downgrade our common stock,

24 unchanged sentences

Any decision to declare or pay dividends

in the future will be at the discretion of our board of directors.

Accordingly, your only opportunity to achieve a return on your investment

in our common stock may be if the market price of our common stock appreciates and you sell your shares at a profit.

The market price

for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

See Part II, Item 5 “ Market

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy .”

in the future will be at the discretion of our Board of Directors and may also be subject to the rights and preferences

of any outstanding preferred stock, including our Series C Preferred Stock.

Accordingly, even if our Board of Directors were to determine

to declare dividends in the future, holders of preferred stock may be entitled to receive dividends before any dividends may be declared

or paid on our common stock.

As a result, your only opportunity to achieve a return on your investment in our common stock may be if the

market price of our common stock appreciates and you sell your shares at a profit.

The market price for our common stock may never exceed,

and may fall below, the price that you pay for such common stock.

See Part II, Item 5 “ Market for Registrant’s Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy .”

Associated with Holding Cryptocurrency Reserves

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is a highly volatile asset.

Bitcoin is a highly volatile asset that has traded below $38,000 per bitcoin and above $99,000 per bitcoin

on Coinbase in the 12 months preceding the date of this prospectus supplement.

The trading price of bitcoin was significantly lower during

prior periods, and such decline may occur again in the future.

is a highly volatile asset that has traded at widely fluctuating prices during recent periods.

The trading price of bitcoin was significantly

lower during prior periods, and such decline may occur again in the future.

Significant declines in the price of bitcoin could materially

and adversely affect the value of our bitcoin holdings and our financial condition.

in our ownership of bitcoin could have accounting, regulatory and other impacts.

While we currently intend to own bitcoin directly,

we may investigate other potential approaches to owning bitcoin, including indirect ownership (for example, through ownership interests

in a fund that owns bitcoin).

If we were to own all or a portion of our bitcoin in a different manner, the accounting treatment for our

bitcoin, our ability to use our bitcoin as collateral for additional borrowings, and the regulatory requirements to which we are subject,

may correspondingly change.

we currently intend to own bitcoin directly, we may investigate other potential approaches to owning bitcoin, including indirect ownership

(for example, through ownership interests in a fund that owns bitcoin).

If we were to own all or a portion of our bitcoin in a different

manner, the accounting treatment for our bitcoin, our ability to use our bitcoin as collateral for additional borrowings, and the regulatory

requirements to which we are subject, could change, which may have a material impact on our financial statements, liquidity, or regulatory

may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business,

1 unchanged sentence

bitcoin, XRP and other digital assets are relatively novel and the application of state and federal securities laws and other laws and

regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries

may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin.

federal government,

states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement

or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own

or transfer bitcoin.

For examples, see “— Bitcoin and other digital assets are novel assets, and are subject to significant

legal, commercial, regulatory and technical uncertainty ” above.

regulations to digital assets is unclear in certain respects, regulators in the U.S.

and internationally may interpret or apply existing

laws and regulations in a manner that adversely affects the ownership, transfer, valuation, or use of digital assets The U.S.

government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative,

enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such

as us to own or transfer bitcoin.

acceptance of blockchain and digital assets as payment on our platform introduces significant risks, including, without limitation, regulatory

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accept digital assets as a form of payment from our customers.

Digital assets are subject to evolving legal and regulatory

frameworks in the U.S.

Digital assets are subject to evolving legal and regulatory frameworks

and internationally.

Any change in laws regulating or enforcement actions pertaining to digital assets may

restrict the use of these assets, including bitcoin and XRP, expose us to penalties and increase compliance costs, among other

Our ability to convert digital asset payments into fiat currency may be impaired during periods of market instability, while

funds stored in digital assets lack protections offered by institutions such as the Federal Deposit Insurance Corporation or the

Securities Investor Protection Corporation.

The integration of blockchain payment systems may expose us to risks of cyberattacks,

fraud, or technical failures, potentially resulting in financial losses or reputational damage.

Any change in laws regulating or enforcement actions pertaining to digital assets may restrict the use

of these assets, including bitcoin and XRP, expose us to penalties and increase compliance costs.

Our ability to convert digital asset

payments into fiat currency may be impaired during periods of market instability, while funds stored in digital assets lack protections

offered by institutions such as the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

The integration

of blockchain payment systems may expose us to risks of cyberattacks, fraud, or technical failures, potentially resulting in financial

losses or reputational damage.

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