What changed in this filing

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Item 1A. Risk Factors

2023-04-17 compared with 2022-03-31 · 138 added, 155 removed, 601 unchanged (33% of the section changed)

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business and the business of our hospital customers.

The Company’s operations and business have experienced disruption

due to the unprecedented conditions surrounding the COVID-19 pandemic which spread throughout the United States and the world.

adversely impacted new customer acquisition.

The Company has followed the recommendations of local health authorities to minimize exposure

risk for its team members since the outbreak.

The Company’s operations

and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic which spread throughout

the United States and the world.

The outbreak adversely impacted new customer acquisition.

The Company has followed the recommendations

of local health authorities to minimize exposure risk for its team members since the outbreak.

In addition, the Company’s

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business, the Company’s customers were focused on meeting the nation’s health care needs in response to the COVID-19 pandemic.

As a result, the Company believes that its customers were not able to focus resources on expanding the utilization of the Company’s

Thus, the Company believes that its customers were not able to focus resources on expanding the utilization of the Company’s

services, which has adversely impacted the Company’s growth prospects, at least until the adverse effects of the pandemic subside.

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products the Company sought to source included:

Test Kits — the Company currently has no contracted supply of Rapid Test Kits.

Kits — the Company currently has no contracted supply of Rapid Test Kits.

PPE — Personal Protective Equipment (PPE) includes items such as masks, gloves, gowns, shields, etc.

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intermediary between buyers and sellers with commission-based compensation.

We are endeavoring to sell our existing inventory of PPE products

primarily through use of our internal and external sales personnel.

The sale of PPE and rapid

test kits for COVID-19 represented a new business for the Company and was subject to the myriad risks associated with any new venture.

The Company encountered great difficulty in attempting to secure reliable sources of supply for both COVID-19 Rapid Test Kits and PPE.

The Company currently has no contracted supply of Rapid Test Kits or PPE.

Since the inception of this business, the Company completed

only minimal sales of COVID-19 rapid test kits and PPE.

The Company does not expect to generate any significant revenue from the sale

of PPE products or rapid test kits, and as of the date of this report, the Company has not generated any material revenue from the sale

of PPE or rapid test kits.

The Company is no longer actively

seeking to procure and sell Test Kits or PPE.

Instead, the Company is focused on selling its current inventory of PPE The Company may

receive commissions for acting as an intermediary with respect to the sale of PPE and/or Test Kits.

However, there is no assurance the

Company will realize any material revenue from these activities.

However, there is no assurance the Company will realize any

material revenue from these activities.

We have a history of losses and may continue

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the year ended December 31, 2021.

In order to become profitable and then maintain profitability, we must, among other things, increase

our revenues while dealing with the ongoing impacts of the COVID-19 pandemic.

This decline in revenue will be exacerbated

if we are unable to develop and market new products, which could help us increase our sales to existing customers or develop new customers.

Even if we are able to grow our revenues, they may not be sufficient to exceed increases in our operating expenses or to enable us to

achieve or sustain profitability.

This decline in revenue will be exacerbated if we are unable to develop and market new products,

which could help us increase our sales to existing customers or develop new customers.

Even if we are able to grow our revenues, they

may not be sufficient to exceed increases in our operating expenses or to enable us to achieve or sustain profitability.

Risks Related to Our Business

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however, additional financings will subject our existing stockholders to dilution.

To continue our growth path, we expect to finance our future expansion

plans through public or private equity offerings or debt financings.

Additional funds may not be available when we need them on terms

that are acceptable to us, or at all.

We have recently encountered some difficulty in raising funds from external sources.

funds are not available, we may be required to further delay or reduce the scope of our business plans.

To the extent that we raise additional

funds by issuing equity securities, our stockholders will experience dilution.

In addition, debt financing, if available, may involve

restrictive covenants.

We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not

have an immediate need for additional capital at that time.

Our access to the financial markets and the pricing and terms we receive in

the financial markets could be adversely impacted by various factors, including changes in financial markets and interest rates.

To continue our growth path,

we expect to finance our future expansion plans through public or private equity offerings or debt financing.

Additional funds may not

be available when we need them on terms that are acceptable to us, or at all.

We have recently encountered some difficulty in raising

funds from external sources.

If adequate funds are not available, we may be required to further delay or reduce the scope of our business

To the extent that we raise additional funds by issuing equity securities, our stockholders will experience dilution.

debt financing, if available, may involve restrictive covenants.

We may seek to access the public or private capital markets whenever

conditions are favorable, even if we do not have an immediate need for additional capital at that time.

Our access to the financial markets

and the pricing and terms we receive in the financial markets could be adversely impacted by various factors, including changes in financial

markets and interest rates.

Our future funding requirements

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Subject to the receipt of

sufficient funding, which we currently do not have, we intend to pursue growth through expanding our [sales force], product offerings

and project skill-sets and capabilities, as well as increasing critical mass to enable us to bid on larger contracts.

We may also consider potential acquisitions if conditions permit.

However, we may be unable to find suitable acquisition

candidates or to complete acquisitions on favorable terms, if at all.

Moreover, any completed acquisition may not result in the intended

For example, while the historical financial and operating performance of an acquisition target are among the criteria we evaluate

in determining which acquisition targets we will pursue, there can be no assurance that any business or assets we acquire will continue

to perform in accordance with past practices or will achieve financial or operating results that are consistent with or exceed past results.

Any such failure could adversely affect our business, financial condition or results of operations.

In addition, any completed acquisition

may not result in the intended benefits for other reasons and our acquisitions will involve a number of other risks, including:

We may have difficulty integrating the acquired companies;

Our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;

We may not realize the anticipated cost savings or other financial benefits we anticipated;

We may have difficulty retaining or hiring key personnel, customers and suppliers to maintain expanded operations;

Our internal resources may not be adequate to support our operations as we expand, particularly if we are awarded a significant number of contracts in a short time period;

We may have difficulty retaining and obtaining any required regulatory approvals, licenses and permits;

We may not be able to obtain additional equity or debt financing on terms acceptable to us or at all, and any such financing could result in dilution to our stockholders, impact our ability to service our debt within the scheduled repayment terms and include covenants or other restrictions that would impede our ability to manage our operations;

We may have failed to, or be unable to, discover liabilities of the acquired companies during the course of performing our due diligence;

We may be required to record additional goodwill as a result of an acquisition, which will reduce our tangible net worth.

Any of these risks could prevent us from executing on any acquisition

we might complete, which could adversely affect our business, financial condition, results of operations and prospects.

At this time,

we are not considering any acquisition.

sufficient funding, which we currently do not have, we intend to pursue growth through expanding our sales force, product offerings and

project skill-sets and capabilities, as well as increasing critical mass to enable us to bid on larger contracts.

We may also consider potential

acquisitions if conditions permit.

However, we may be unable to find suitable acquisition candidates or to complete acquisitions on favorable

terms, if at all.

Moreover, any completed acquisition may not result in the intended benefits.

For example, while the historical financial

and operating performance of an acquisition target are among the criteria we evaluate in determining which acquisition targets we will

pursue, there can be no assurance that any business or assets we acquire will continue to perform in accordance with past practices or

will achieve financial or operating results that are consistent with or exceed past results.

Any such failure could adversely affect our

business, financial condition or results of operations.

In addition, any completed acquisition may not result in the intended benefits

for other reasons and our acquisitions will involve a number of other risks, including:

may have difficulty integrating the acquired companies;

ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity

of managing geographically or culturally diverse enterprises;

may not realize the anticipated cost savings or other financial benefits we anticipated;

may have difficulty retaining or hiring key personnel, customers and suppliers to maintain expanded operations;

internal resources may not be adequate to support our operations as we expand, particularly if we are awarded a significant number of

contracts in a short time period;

may have difficulty retaining and obtaining any required regulatory approvals, licenses and permits;

may not be able to obtain additional equity or debt financing on terms acceptable to us or at all, and any such financing could result

in dilution to our stockholders, impact our ability to service our debt within the scheduled repayment terms and include covenants or

other restrictions that would impede our ability to manage our operations;

may have failed to, or be unable to, discover liabilities of the acquired companies during the course of performing our due diligence;

may be required to record additional goodwill as a result of an acquisition, which will reduce our tangible net worth.

Any of these risks could prevent

us from executing on any acquisition we might complete, which could adversely affect our business, financial condition, results of operations

and prospects.

At this time, we are not considering any acquisition.

Our contracts may require us to perform

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Due to the size and nature of our contracts, one or a few customers have during any given year, as well as over a period

of consecutive years, represented a substantial portion of our consolidated revenues and gross profits.

Two customers accounted for approximately

19% and 13%, respectively, of our revenue in the year ended December 31, 2021.

Two customers accounted for approximately 22% and 17%,

respectively, of our revenue in the year ended December 31, 2020.

Revenues under our contracts with significant customers may continue

to vary from period to period depending on the timing or volume of work that those customers contract from us.

A limited number of customers

may continue to comprise a substantial portion of our revenue for the foreseeable future.

of consecutive years, represented a substantial portion of our consolidated revenues and gross profits, see Note 2, Summary of Significant

Accounting Policies for further detail.

Revenues under our contracts with significant customers may continue to vary from period to period

depending on the timing or volume of work that those customers contract from us.

A limited number of customers may continue to comprise

a substantial portion of our revenue for the foreseeable future.

A default or delay in payment

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from a significant customer for a variety of reasons, including:

the consolidation, merger or acquisition of an existing customer, resulting in a change in procurement strategies employed by the surviving entity that could reduce the amount of work we receive;

our performance on individual contracts or relationships with one or more significant customers could become impaired due to another reason, which may cause us to lose future business with such customers and, as a result, our ability to generate income would be adversely impacted;

key customers could slow or stop spending on initiatives related to projects we are performing for them due to increased difficulty in the markets as a result of economic downturns or other reasons.

consolidation, merger or acquisition of an existing customer, resulting in a change in procurement strategies employed by the surviving

entity that could reduce the amount of work we receive;

performance on individual contracts or relationships with one or more significant customers could become impaired due to another reason,

which may cause us to lose future business with such customers and, as a result, our ability to generate income would be adversely impacted;

customers could slow or stop spending on initiatives related to projects we are performing for them due to increased difficulty in the

markets as a result of economic downturns or other reasons.

Since many of our customer

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sales force will impede our growth.

We will need to expand and optimize our sales infrastructure in order

to grow our customer base and our business.

We plan to expand our account management/sales force when and if we have sufficient capital

Identifying and recruiting qualified personnel and training them requires significant time, expense and attention.

unable to hire, develop and retain talented account management/sales personnel or if the personnel are unable to achieve desired productivity

levels in a reasonable period of time, we may not be able to realize the intended benefits of this investment or increase our revenue.

We will need to expand and

optimize our sales infrastructure in order to grow our customer base and our business.

We plan to expand our account management/sales

force when and if we have sufficient capital to do so.

Identifying and recruiting qualified personnel and training them requires significant

time, expense and attention.

If we are unable to hire, develop and retain talented account management/sales personnel or if the personnel

are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the intended benefits

of this investment or increase our revenue.

If we are unable to attract and retain qualified

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and federal, state and local spending levels.

In general, economic uncertainty makes it difficult to estimate our

customers’ requirements for our services.

Subject to receipt of sufficient funding, which we currently do not have, we plan to expand

our sales force to enable us to grow our revenues.

If economic factors in any of the regions in which we plan to expand are not favorable

to the growth and development of the medical industry, we may not be able to carry out our growth strategy, which could adversely affect

our business, financial condition, results of operations and prospects.

In general, economic uncertainty

makes it difficult to estimate our customers’ requirements for our services.

Subject to receipt of sufficient funding, which we

currently do not have, we plan to expand our sales force to enable us to grow our revenues.

If economic factors in any of the regions

in which we plan to expand are not favorable to the growth and development of the medical industry, we may not be able to carry out our

growth strategy, which could adversely affect our business, financial condition, results of operations and prospects.

Other Risks Relating to Our Company and Results

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Factors that may contribute to fluctuations include:

our ability to effectively manage our working capital;

our ability to satisfy customer demands in a timely and cost-effective manner;

pricing and availability of labor.

ability to effectively manage our working capital;

ability to satisfy customer demands in a timely and cost-effective manner;

and availability of labor.

Actual results could differ from the estimates

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significant estimates by our management include:

contract costs and profits and revenue recognition of contract change order claims;

for uncollectible receivables and customer claims;

costs and profits and revenue recognition of contract change order claims;

provisions for uncollectible receivables and customer claims;

recoveries of costs from subcontractors, suppliers and others;

valuation of assets acquired and liabilities assumed in connection with business combinations;

accruals for estimated liabilities, including litigation and insurance reserves;

goodwill and intangible asset impairment assessment.

of assets acquired and liabilities assumed in connection with business combinations;

for estimated liabilities, including litigation and insurance reserves;

and intangible asset impairment assessment.

At the time the estimates

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Risks Related to our Common Stock

We may not be able to maintain the minimum $1.00 bid price per

share of our Common Stock, as required by the Nasdaq Stock Market, which could force us to implement a reverse stock split of our Common

From February 17, 2022 through

March 21, 2022 (22 trading days), our common stock traded below $1.00 per share, the minimum bid price per share required for continued

inclusion on the Nasdaq Stock Market.

There is a risk that the price per share of our Common Stock trades below $1.00 for thirty consecutive

days, in which case we will not be in compliance with the Nasdaq Stock Market’s requirements for continued inclusion, as a result

of which our common stock could be subject to delisting from Nasdaq.

In such an event, we would, subject to shareholder approval, implement

a reverse stock split so as to increase the price per share of our common stock on a post-split adjusted basis.

In such a case, there

is a risk that the price of our common stock could decline on a split-adjusted basis.

For example, if our common stock were trading at

$.80 per share and we implemented a 5/1 reverse stock split, there is a risk that our common stock could trade below $4.00 per share on

a split-adjusted basis.

We may not be able to maintain the minimum

$1.00 bid price per share of our Common Stock, as required by the Nasdaq Stock Market, which could force us to implement a reverse stock

split of our Common Stock.

June 8, 2022, Nasdaq notified the Company that based upon the Company’s closing bid price for the last 30 consecutive business

days (April 26, 2022 through June 7, 2022), the Company no longer meets the listed securities requirement to maintain minimum bid

price of $1 per share pursuant to Nasdaq Rules 5550(a)(2) and 5810(c)(3)(A).

December 6, 2022, the Company received written notification from the Listing Qualifications Department of Nasdaq, granting the Company’s

request for a 180-day extension to regain compliance with the Bid Price Rule.

The Company now has until June 5, 2023 to meet the requirement.

If at any time prior to June 5, 2023, the bid price of the Company’s ordinary shares closes at $1.00 per share or more for a minimum of

10 consecutive business days, the Company will regain compliance with the Bid Price Rule.

the Nasdaq Rules, if at any time during this second extension 180 day period the closing bid price of the Company’s securities is

at least $1 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter would

If we do not regain compliance by the end of the second extension period, we could,

subject to shareholder approval, implement a reverse stock split so as to increase the price per share of our common stock on a post-split

adjusted basis.

In such a case, there is a risk that the price of our common stock could decline on a split-adjusted basis.

if our common stock were trading at $.80 per share and we implemented a 5/1 reverse stock split, there is a risk that our common stock

could trade below $4.00 per share on a split-adjusted basis.

Our common stock price has fluctuated substantially,

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Factors that could cause the market price of our common stock to fluctuate significantly

the results of operating and financial performance and prospects of other companies in our industry;

strategic actions by us or our competitors, such as acquisitions or restructurings;

announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors;

the public’s reaction to our press releases, media coverage and other public announcements, and filings with the SEC;

market conditions for providers of services to the medical industry;

lack of securities analyst coverage or speculation in the press or investment community about us or opportunities in the markets in which we compete;

changes in government policies in the United States;

changes in earnings estimates or recommendations by any securities or research analysts who track our common stock or failure of our actual results of operations to meet any such expectations;

dilution caused by the conversion into common stock of convertible securities

or by the exercise of outstanding warrants or options;

market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

changes in accounting standards, policies, guidance, interpretations or principles;

any lawsuit involving us, our services or our products;

arrival and departure of key personnel;

government investigations of our business activities;

sales of common stock by us, our investors or members of our management team;

changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

results of operating and financial performance and prospects of other companies in our industry;

actions by us or our competitors, such as acquisitions or restructurings;

● announcements

of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors;

public’s reaction to our press releases, media coverage and other public announcements, and filings with the SEC;

conditions for providers of services to the medical industry;

of securities analyst coverage or speculation in the press or investment community about us or opportunities in the markets in which

in government policies in the United States;

in earnings estimates or recommendations by any securities or research analysts who track our common stock or failure of our actual results

of operations to meet any such expectations;

caused by the conversion into common stock of convertible securities or by the exercise of outstanding warrants or options;

and industry perception of our success, or lack thereof, in pursuing our growth strategy;

in accounting standards, policies, guidance, interpretations or principles;

lawsuit involving us, our services or our products;

and departure of key personnel;

investigations of our business activities;

of common stock by us, our investors or members of our management team;

in general market, economic and political conditions in the United States and global economies or financial markets, including those

resulting from natural or man-made disasters.

Any of these factors, as well

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stock and could impair our future ability to raise capital through common stock offerings.

As of December 31, 2021 we had 11,293,030 shares

of common stock issued and outstanding, of which 1,706,652 shares were restricted securities and eligible for sale pursuant

to Rule 144 promulgated by the SEC.

The sale of these shares into the open market may adversely affect the market price of our common

As of December 31, 2022, there

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commence coverage of our company, the market price for price of our common stock could decline.

In the event we obtain securities or

industry analyst coverage, the market analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about

us or our business.

In the event we obtain securities or industry

analyst coverage, the market analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or

our business.

A failure by us to establish and maintain

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on our business, financial condition and results of operations.

For example, the acquisition of SCWorx resulted in a change of control

of our company involving the issuance of 5,263,158 shares of common stock and 190,000 shares of Series A Preferred Stock, convertible

into 500,000 shares of common stock (subject to adjustment), and the issuance of warrants to purchase an additional 250,000 shares of

common stock, at an exercise price of $5.70 per share.

We may become involved in litigation which

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our operating results may be harmed.

If we fail to meet the continued listing

standards and corporate governance requirements for Nasdaq Capital Market companies, we may be subject to de-listing.

Our common stock is currently

listed on the Nasdaq Capital Market.

In order to maintain this listing, we are required to comply with various continued listing standards,

including corporate governance requirements, set forth in the Nasdaq Listing Rules.

These standards and requirements include, but are

not limited to, maintaining a minimum bid price for our common stock, as well as having a majority of our Board members qualify as independent.

If we fail to meet any one of these requirements for an extended period of time, we will be subject to possible de-listing.

Our common stock may be affected by limited

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We incorporate standard IT security measures, including but not limited to;

firewalls, disaster recovery,

firewalls, disaster recovery, backup,

Circumstances outside our

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

What changed 10-K

Item 1A. Risk Factors