What changed in this filing

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Item 1A. Risk Factors

2025-03-31 compared with 2024-09-24 · 96 added, 127 removed, 569 unchanged (28% of the section changed)

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Financing Plans

The COVID-19 pandemic has disrupted our

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.

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

customers (hospitals) also experienced extraordinary disruptions to their businesses and supply chains, while experiencing unprecedented

demand for health care services related to COVID-19.

As a result of these extraordinary disruptions to the Company’s customers’

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

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.

the financial impact of COVID-19 on the Company’s hospital customers could cause the hospitals to delay payments due to the Company

for services, which could negatively impact the Company’s cash flows.

We have a history of losses and may continue

to incur losses in the future.

have a history of losses and may continue to incur losses in the future, which could negatively impact the trading value of our common

For the year ended December 31, 2023, our revenues were $3,804,943, and we had a net loss of $3,981,144.

For the year ended December

31, 2022, our revenues were $4,038,188, and we had a net loss of $1,847,406.

We have a history of losses

and may continue to incur losses in the future, which could negatively impact the trading value of our common stock.

For the year ended

December 31, 2024, our revenues were $2,989,599, and we had a net loss of $1,136,225.

For the year ended December 31, 2023, our revenues

were $3,804,943, and we had a net loss of $3,981,144.

At December 31, 2024, we had an accumulated deficit of $30,976,066.

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Our auditors have indicated

in their report on our financial statements for the year ended December 31, 2023 that conditions exist that raise substantial doubt about

our ability to continue as a going concern since we may not have sufficient capital resources from operations and existing financing arrangements

to meet our operating expenses and working capital requirements.

in their report on our consolidated financial statements for the year ended December 31, 2024 that conditions exist that raise substantial

doubt about our ability to continue as a going concern since we may not have sufficient capital resources from operations and existing

financing arrangements to meet our operating expenses and working capital requirements.

As of December 31, 2024, we

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There can be no assurance that we will be able to continue as a going concern.

We currently have an immediate need for

additional capital.

If we are unable to obtain additional capital, we will not be able to implement our business strategy or successfully

operate our business;

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

We may need additional capital.

unable to obtain additional capital when required, we will not be able to implement our business strategy or successfully operate our

however, additional financing 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 financing.

we may need 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.

We have recently encountered difficulty in raising funds

from external sources.

The Agreements related to the July and January Notes offerings restrict our ability to raise capital from third

parties and contain full ratchet anti-dilution provisions.

Consequently, if we need to raise additional capital, we would need the consent

of the investors in the July and January Notes offerings.

If we are unable to secure such consent, we would need to seek additional financing

from such investors.

There can be no assurance that such investors would be willing to provide us with additional capital on acceptable

terms or at all.

If adequate 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.

Our future funding requirements

will depend on many factors, including, but not limited to, the costs and timing of our future acquisitions.

will depend on many factors, including, but not limited to, the costs and timing of any future acquisitions.

A failure to successfully execute our growth

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

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.

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

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To the extent that actual

recoveries with respect to change orders or amounts subject to contract disputes or claims are less than the estimates used in our financial

statements, the amount of any shortfall will reduce our future revenues and profits, and this could adversely affect our reported working

capital and results of operations.

In addition, any delay caused by the extra work may adversely impact the timely scheduling of other

project work and our ability to meet specified contract milestone dates.

recoveries with respect to change orders or amounts subject to contract disputes or claims are less than the estimates used in our consolidated

financial statements, the amount of any shortfall will reduce our future revenues and profits, and this could adversely affect our reported

working capital and results of operations.

In addition, any delay caused by the extra work may adversely impact the timely scheduling

of other project work and our ability to meet specified contract milestone dates.

We derive a significant portion of our revenue

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financial condition, results of operations and prospects.

From time to time, we may

be involved in lawsuits and regulatory actions, including class action lawsuits that are brought or threatened against us in the ordinary

From time to time, we may be

involved in lawsuits and regulatory actions, including class action lawsuits that are brought or threatened against us in the ordinary

course of business.

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Proceedings of this Annual Report on Form 10-K for a detailed description of the pending legal actions and investigations.

Any defects or errors, or

failures to meet our customers’ expectations could result in large damage claims against us.

Claimants may seek large damage awards

and, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings.

Any defects or errors, or failures

to meet our customers’ expectations could result in large damage claims against us.

Claimants may seek large damage awards and,

due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings.

to properly estimate or manage cost, or delay in the completion of projects, could subject us to penalties.

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of new contracts awarded to us or adversely affect our market share and harm our financial performance.

The contracts on which we

bid are generally awarded through a competitive bid process, with awards generally being made to the lowest bidder, but sometimes based

on other factors, such as shorter contract schedules, larger scale to complete projects or prior experience with the customer.

our markets, we compete with many other service providers.

Price is often the principal factor in determining which service provider is

selected by our customers, especially on smaller, less complex projects.

As a result, any organization with adequate financial resources

and access to technical expertise may become a competitor.

Smaller competitors are sometimes able to win bids for these projects based

on price alone because of their lower costs and financial return requirements.

Additionally, our competitors may develop the expertise,

experience and resources to provide services that are equal or superior in price to our services, and we may not be able to maintain or

enhance our competitive position.

The contracts on which we bid

are generally awarded through a competitive bid process, with awards generally being made to the lowest bidder, but sometimes based on

other factors, such as shorter contract schedules, larger scale to complete projects or prior experience with the customer.

markets, we compete with many other service providers.

Price is often the principal factor in determining which service provider is selected

by our customers, especially on smaller, less complex projects.

As a result, any organization with adequate financial resources and access

to technical expertise may become a competitor.

Smaller competitors are sometimes able to win bids for these projects based on price alone

because of their lower costs and financial return requirements.

Additionally, our competitors may develop the expertise, experience and

resources to provide services that are equal or superior in price to our services, and we may not be able to maintain or enhance our competitive

Some of our competitors have

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needs could reduce demand for our services.

We derive, and anticipate

that we will continue to derive, a substantial portion of our revenue from customers in the medical industry.

This industry is subject

to rapid changes in technology and governmental regulation.

We derive, and anticipate that

we will continue to derive, a substantial portion of our revenue from customers in the medical industry.

This industry is subject to rapid

changes in technology and governmental regulation.

Changes in technology may reduce the demand for the services we provide.

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To prepare financial statements

in conformity with GAAP, management is required to make estimates and assumptions as of the date of the financial statements that affect

the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities.

Areas requiring

significant estimates by our management include:

in conformity with GAAP, management is required to make estimates and assumptions as of the date of the consolidated financial statements

that affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities.

Areas requiring significant estimates by our management include:

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

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goodwill and intangible asset impairment assessment.

At the time the estimates

and assumptions are made, we believe they are accurate based on the information available.

At the time the estimates and

assumptions are made, we believe they are accurate based on the information available.

However, our actual results could differ from,

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and potential penalties that would negatively affect our net income.

The amounts we record in intercompany

transactions for services, licenses, funding and other items affects our potential tax liabilities.

Our tax filings are subject to review

or audit by the U.S.

Our tax filings are subject

to review or audit by the U.S.

Internal Revenue Service and state, local and foreign taxing authorities.

We exercise judgment in determining our

worldwide provision for income and other taxes and, in the ordinary course of our business, there may be transactions and calculations

We exercise judgment in determining

our worldwide provision for income and other taxes and, in the ordinary course of our business, there may be transactions and calculations

where the ultimate tax determination is uncertain.

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and the trading price of our common stock is likely to continue to be volatile, which could result in losses to investors and litigation.

In addition to changes to

market prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market

price of and trading volume for our common stock may change for a variety of other reasons, not necessarily related to our actual operating

In addition to changes to market

prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price

of and trading volume for our common stock may change for a variety of other reasons, not necessarily related to our actual operating

The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular

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amounts of our common stock could adversely affect the market price of our common stock.

As of March 18, 2025, there

were an aggregate of 26,578,477 shares issuable under the July Notes and Warrants, the November Warrants, the January Notes and Warrants

and under the Settlement Agreement with Core IR (estimated).

All of these shares are registered on the Registration Statement of which

this prospectus is a part.

Sales of substantial amounts

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

As of December 31, 2023, there

were outstanding warrants to purchase an aggregate of 11,394 shares of our common stock at a weighted-average exercise price of $58.72

per share, all of which were exercisable as of such date.

As of December 31, 2023, there were outstanding options to purchase an aggregate

of 3,333 shares of our common stock at a weighted-average exercise price of $39.60 per share, all of which were exercisable as of such

The market price of our common stock also may be adversely affected by our issuance of shares of our capital stock or convertible

securities in connection with future acquisitions, or in connection with our financing efforts.

The market price of our common

stock also may be adversely affected by our issuance of shares of our capital stock or convertible securities in connection with future

acquisitions, or in connection with our financing efforts.

We have never paid cash dividends on our

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of SaaS or other companies in markets that we do not serve now.

We may not be able to reach agreements with such companies on favorable

terms or at all.

In completing acquisitions, we will rely upon the representations and warranties and indemnities made by the sellers

with respect to each acquisition as well as our own due diligence investigation.

We cannot assure you that such representations and warranties

will be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial

condition of the acquired companies or their businesses.

To the extent that we are required to pay for undisclosed obligations of an acquired

company, or if material misrepresentations exist, we may not realize the expected economic benefit from such acquisition and our ability

to seek legal recourse from the seller may be limited.

In completing acquisitions, we will rely upon the representations and

warranties and indemnities made by the sellers with respect to each acquisition as well as our own due diligence investigation.

assure you that such representations and warranties will be true and correct or that our due diligence will uncover all materially adverse

facts relating to the operations and financial condition of the acquired companies or their businesses.

To the extent that we are required

to pay for undisclosed obligations of an acquired company, or if material misrepresentations exist, we may not realize the expected economic

benefit from such acquisition and our ability to seek legal recourse from the seller may be limited.

The value of our goodwill and other intangible

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We have not purchased life insurance covering any members of our senior management.

The markets in which we operate are highly

competitive, rapidly changing and increasingly fragmented, and we may not be able to compete effectively, especially against competitors

with greater financial resources or marketplace presence.

We face competition from other

SaaS companies.

Many of the companies with which we will compete have greater financial and technical resources than are available to

Our failure to compete effectively could result in a significant loss of customers, which would adversely affect our operating results.

We need additional capital to support our

operations and the growth of our business, and we cannot be certain that this capital will be available on reasonable terms when required,

In order for us to grow and

execute our business plan successfully, we require additional financing which may not be available on acceptable terms or at all.

If such financing is available, it may be dilutive to the equity interests of existing stockholders.

Failure to obtain financing will

have a material adverse effect on our financial position.

If we are unable to obtain adequate financing or financing on terms satisfactory

to us when we require it, our ability to continue to support the operation or growth of our business could be significantly impaired and

our operating results may be harmed.

Our common stock may be affected by limited

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number of shares of our common stock may cause the price of our common stock to decline.

The periodic availability

of shares for sale upon the expiration of any statutory holding period or lockup agreements, could create a circumstance commonly referred

The periodic availability of

shares for sale upon the expiration of any statutory holding period or lockup agreements, could create a circumstance commonly referred

to as an “overhang”, in anticipation of which the market price of our common stock could fall.

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Monitoring unauthorized uses of and enforcing our intellectual property rights can be difficult

Legal intellectual property actions are inherently uncertain and may not be successful, and may require a substantial resources

Legal intellectual property actions are inherently uncertain and may not be successful, and may require substantial resources

and management attention.

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firewalls, disaster recovery, backup,

Circumstances outside our

control could pose a threat to our intellectual property rights.

Circumstances outside our control

could pose a threat to our intellectual property rights.

For example, effective intellectual property protection may not be available

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To date, no such claims have been filed against our company and, as a result, no liability has been recorded in

our financial statements.

our consolidated financial statements.

As permitted under Delaware

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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