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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-31 · 171 added, 156 removed, 509 unchanged (39% of the section changed)

Certain factors could have

a material adverse effect on our business, financial condition, results of operations and prospects.

You should carefully consider the

risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our

consolidated financial statements and related notes.

The risks and uncertainties described below are not the only ones we face.

risks and uncertainties of which we are unaware, or that we currently believe are not material, may also become important factors that

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

If any of the following risks occurs, our business,

financial condition, results of operations and prospects could be materially and adversely affected.

In that event, the trading price

of our common stock could decline, and you could lose part or all of your investment.

Certain factors could

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

You should carefully

consider the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K,

including our consolidated financial statements and related notes.

The risks and uncertainties described below are not the only ones

Additional risks and uncertainties of which we are unaware, or that we currently believe are not material, may also become

important factors that adversely affect our business, financial condition, results of operations and prospects.

If any of the

following risks occurs, our business, financial condition, results of operations and prospects could be materially and adversely

In that event, the trading price of our common stock could decline, and you could lose part or all of your

Risks Related to Our Financial Results and

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to incur losses in the future.

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.

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, 2025, our revenues

were $2,877,629, and we had a net loss of $4,444,109.

For the year ended December 31, 2024, our revenues were $2,989,599, and we had a

net loss of $1,136,225.

At December 31, 2025, we had an accumulated deficit of $35,420,175.

We incurred losses from operations

of $1,259,426 for the year ended December 31, 2024 and $1,450,662 for the year ended December 31, 2023.

We may continue to incur operating

and net losses in future periods.

These losses may increase, and we may never achieve profitability for a variety of reasons, including

increased competition, decreased growth in our target market and other factors described elsewhere in this “Risk Factors”

If we cannot achieve sustained profitability, our stockholders may lose all or a portion of their investment in our company.

We incurred losses from operations of $958,719 for the year ended December

31, 2025 and $1,259,426 for the year ended December 31, 2024.

We may continue to incur operating and net losses in future periods.

These losses may increase, and we may never achieve profitability for a variety of reasons, including increased competition, decreased

growth in our target market and other factors described elsewhere in this “Risk Factors” section.

If we cannot achieve sustained

profitability, our stockholders may lose all or a portion of their investment in our company.

If we are unable to grow our revenue, we

may never achieve or sustain profitability.

To become profitable, we must,

among other things, increase our revenues.

Our total revenues declined approximately $815,000 (21%) to $2,989,599 in the year ended December

31, 2024 as compared to $3,804,943 in the year ended December 31, 2023.

This decline in revenue may continue 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.

To become profitable, we must, among other things, increase our revenues.

Our total revenues declined approximately $112,000 (4%) to $2,877,629 in the year ended December 31, 2025 as compared to $2,989,599

in the year ended December 31, 2024.

This decline in revenue may continue 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

There is substantial doubt about our ability

to continue as a going concern.

Our auditors have indicated

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

had only limited cash on hand, a working capital deficit of $1,333,171 and accumulated deficit of $30,976,066.

During the year ended December

31, 2024, we had a net loss of $1,136,225 and used $1,084,292 of cash in operations.

We have historically incurred operating losses and

may continue to incur operating losses for the foreseeable future.

We believe that these conditions raise substantial doubt about our

ability to continue as a going concern.

This may hinder our ability to obtain financing or may force us to obtain financing on less favorable

terms than would otherwise be available.

If we are unable to develop sufficient revenues and additional customers for our products and

services, we may not generate enough revenue to sustain our business, and we may fail, in which case our stockholders would suffer a total

loss of their investment.

There could be doubt about our ability to

continue as a going concern.

We have historically incurred

operating losses and may continue to incur operating losses for the foreseeable future.

We believe that these conditions raise substantial

doubt about our ability to continue as a going concern.

This may hinder our ability to obtain financing or may force us to obtain financing

on less favorable terms than would otherwise be available.

If we are unable to develop sufficient revenues and additional customers for

our products and services, we may not generate enough revenue to sustain our business, and we may fail, in which case our stockholders

would suffer a total loss of their investment.

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

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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.

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

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

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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 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.

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

from a few customers and the loss of one of these customers, or a reduction in their demand for our services, could adversely affect our

business, financial condition, results of operations and prospects.

from a small number of customers and the loss of one of these customers, or a reduction in their demand for our services, could adversely

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

Our customer base is highly

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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, see Note 3, 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.

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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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.

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

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.

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 consolidated financial statements

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

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

Areas requiring significant estimates by our management include:

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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 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.

As of December 31, 2025, there

were an aggregate of 54,055,187 shares issuable under the warrant agreements.

Sales of substantial amounts

of shares of our common stock, or the perception that these sales could occur, would likely adversely affect the market price of our common

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

of shares of our common stock, or the perception that these sales could occur, could adversely affect the market price of our common stock

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

The market price of our common

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acquisitions, or in connection with our financing efforts.

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.

On October 8, 2025, 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 April 6, 2026 to meet the requirement.

Under the Nasdaq Rules, if

at any time during this 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 be closed.

In the event that the Company does

not regain compliance during the initial 180 day period, the Company may still be eligible for additional time.

To qualify, the Company

would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards

for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention

to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company meets these

additional requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.

However, if it appears

to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, Nasdaq would

then provide notice that the Company’s securities will be subject to delisting.

The Company is monitoring

its Common Stock trading price.

If compliance with the minimum bid price requirement is not regained within the extended 180-day period,

the Company will implement a reverse stock split within the range previously approved by its shareholders.

We have never paid cash dividends on our

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effective internal control over financial reporting could have a material adverse effect on our business and operating results.

Maintaining effective internal

control over financial reporting is necessary for us to produce accurate and complete financial reports and to help prevent financial

In addition, such control is required in order to maintain the listing of our common stock on the Nasdaq Capital Market.

we have undertaken remedial steps to improve our financial reporting process, including the implementation of a firm-wide accounting information

system that collects, stores and processes financial and accounting data on a consolidated basis for use in meeting our reporting obligations,

our internal control over financial reporting has not been effective.

For the year ended December 31, 2024, we did not have effective

controls over financial reporting.

Our management has identified material weaknesses in our internal controls related to deficiency in

our ability to have proper segregation of duties.

Maintaining effective internal control over financial reporting is

necessary for us to produce accurate and complete financial reports and to help prevent financial fraud.

In addition, such control is

required in order to maintain the listing of our common stock on the Nasdaq Capital Market.

While we have undertaken remedial steps to

improve our financial reporting process, including the implementation of a firm-wide accounting information system that collects, stores

and processes financial and accounting data on a consolidated basis for use in meeting our reporting obligations, our internal control

over financial reporting has not been effective.

For the year ended December 31, 2025, we did not have effective controls over financial

Our management has identified material weaknesses in our internal controls related to deficiency in our ability to have proper

segregation of duties.

If we are unable to maintain

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affecting public companies will increase our costs and the demands on management and could harm our operating results.

As a public company and particularly

after we cease to be an “emerging growth company,” we will incur significant additional legal, accounting, and other expenses.

In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and the Nasdaq Capital Market impose various requirements

on public companies, including requiring changes in corporate governance practices.

Our management and other personnel devote a substantial

amount of time to these compliance initiatives.

Moreover, these rules and regulations have increased and will continue to increase our

legal, accounting, and financial compliance costs and have made and will continue to make some activities more time-consuming and costly.

For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance,

and we may be required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage.

These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of

As a public company, we

will incur significant additional legal, accounting, and other expenses.

In addition, the Sarbanes-Oxley Act and rules subsequently

implemented by the SEC and the Nasdaq Capital Market impose various requirements on public companies, including requiring changes in

corporate governance practices.

Our management and other personnel devote a substantial amount of time to these compliance

Moreover, these rules and regulations have increased and will continue to increase our legal, accounting, and financial

compliance costs and have made and will continue to make some activities more time-consuming and costly.

For example, these rules

and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be

required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage.

rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of

directors or board committees or as executive officers.

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Please refer to Item 3.

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

Legal Proceedings of this Annual Report on

Form 10-K for a detailed description of the pending legal actions and investigations.

As of December 31, 2025, the Company has no

actual, pending or threatened litigation.

Economic uncertainty impacts our business

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trading volume and price fluctuations, which could adversely impact the value of our common stock and our ability to grow our business.

There has been limited trading

in our common stock, and there can be no assurance that an active trading market in our common stock will either develop or be maintained.

Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely

affect the market price of our common stock without regard to our operating performance.

In addition, we believe that factors such as

quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause

the price of our common stock to fluctuate substantially.

These fluctuations may also cause short sellers to enter the market periodically

in the belief that we will have poor results in the future.

We cannot predict the actions of market participants and, therefore, can offer

no assurances that the market for our common stock will be stable or that our share price will appreciate over time.

There can be no assurance

that an active trading market in our common stock will be maintained.

Our common stock has experienced, and is likely to experience in

the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard

to our operating performance.

In addition, we believe that factors such as quarterly fluctuations in our financial results and changes

in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.

These fluctuations may also cause short sellers to enter the market periodically in the belief that we will have poor results in the future.

We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will

be stable or that our share price will appreciate over time.

Our stock price has been volatile .

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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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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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of our clients, officers, or directors in accordance with certain indemnification provisions.

Our company provides indemnification

of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use

of our services.

In accordance with authoritative guidance for accounting for guarantees, we evaluate estimated losses for such indemnification.

Management considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate

of the amount of loss.

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

our consolidated financial statements.

Our company provides indemnification of varying scope to certain customers

against claims of intellectual property infringement made by third parties arising from the use of our services.

In accordance with authoritative

guidance for accounting for guarantees, we evaluate estimated losses for such indemnification.

Management considers such factors as the

degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss.

To date, no such

claims have been filed against our company and, as a result, no liability has been recorded in our consolidated financial statements.

As permitted under Delaware

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to indemnify our officers and directors.

Unresolved Staff Comments

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