What changed in this filing

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Item 1A. Risk Factors

2026-03-18 compared with 2025-03-28 · 250 added, 248 removed, 618 unchanged (45% of the section changed)

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Relating to our Business and Industry

had a working capital deficit for the years ended December 31, 2024 and 2023, which raises substantial doubt about our ability to continue

as a going concern.

Our ability to continue as a going concern depends on our ability to generate positive operating cash flows and raise

additional capital significant enough to result in operating profitability .

had a loss of $2,965,000 and $1,688,000 for the years ended December 31, 2024 and 2023, respectively, and had cash used in operations

of $2,485,188 and $265,000 during the years ended December 31, 2024 and 2023, respectively.

Further, we had a negative working capital

of $5,667,000 and $2,236,000 as of December 31, 2024 and 2023, respectively, and will require additional capital to operate.

preceding conditions, our auditor has raised substantial doubt about our ability to continue as a going concern.

Our ability to continue

as a going concern depends upon our ability to generate positive operating cash flows.

To support our working capital needs, we will

rely on our revenue generating customer contracts and equity and/or debt financing.

incurred losses and had negative cash flows from operations for the years ended December 31, 2025, which raises substantial

doubt about our ability to continue as a going concern.

Our ability to continue as a going concern depends on our ability to

generate positive operating cash flows and raise additional capital significant enough to result in operating

profitability .

We have incurred

and continue to incur losses from operations as well as negative cash flow from operations.

For the year ended December 31, 2025, we had

a net loss of $19.5 million, net cash used in operations of $1 0 .1 million, and as of December 31, 2025, we had an accumulated deficit

of $21.4 million.

Given the preceding conditions, our auditor has raised substantial doubt about our ability to continue as a going concern.

to continue as a going concern depends upon our ability to generate positive operating cash flows.

To support our working capital needs,

we will rely on our revenue generating customer contracts and equity and/or debt financing.

There is no assurance that we will be successful

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belief that a competitor’s service offering is better, more secure, or less expensive than our platform.

For example, during the

COVID-19 pandemic, we saw a significant increase in usage of our platform and services.

Following the pandemic, some of our customers

reduced their use of our platform, and additional customers may do so in the future.

Extensions or renewals of customer engagement are

also impacted by reductions in customers’ information technology spending budgets or decisions by customers to consolidate their

spending budgets on one of our competitor’s platforms, both of which are more likely to occur during periods of high inflation,

recessionary or uncertain economic environments.

Finally, any decrease in customer satisfaction with our platform or support would harm

our brand, word-of-mouth referrals, and ability to grow.

We need to continually add new customers to grow our business and to replace

customers who choose not to continue to use our platform.

If customers terminate or do not renew their business relationships with us,

or renew their service contracts on less favorable terms or for fewer services, and we do not acquire replacement customers or otherwise

grow our customer base, our business and results of operations may be materially and adversely affected.

Following the COVID 19

pandemic, some of our customers reduced their use of our platform, and additional customers may do so in the future.

Extensions or renewals

of customer engagement are also impacted by reductions in customers’ information technology spending budgets or decisions by customers

to consolidate their spending budgets on one of our competitor’s platforms, both of which are more likely to occur during periods

of high inflation, recessionary or uncertain economic environments.

Finally, any decrease in customer satisfaction with our platform

or support would harm our brand, word-of-mouth referrals, and ability to grow.

We need to continually add new customers to grow our business

and to replace customers who choose not to continue to use our platform.

If customers terminate or do not renew their business relationships

with us, or renew their service contracts on less favorable terms or for fewer services, and we do not acquire replacement customers

or otherwise grow our customer base, our business and results of operations may be materially and adversely affected.

decline in demand for our services or platform could harm our business .

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Some of these potential factors include:

● availability

of products and services that compete, directly or indirectly, with ours;

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and platform experience;

● reliability

of our platform, including frequency of outages;

● performance

and user support;

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may be harmed.

platform, Xyvid Pro Platform, has broad interoperability and is able to integrate and deliver event content to various devices, including

Windows, Mac, iOS, and Android.

Business—Our Services—Virtual and Hybrid Events.” We depend on the

accessibility of our platform across these devices that we do not control.

Some of our competitors may have inherent advantages by being

able to develop products and services internally that more closely integrate with their own software platforms or those of their business

platforms, Xyvid Pro and TEN Pro, have broad interoperability and are able to integrate and deliver event content to various devices,

including Windows, Mac, iOS, and Android.

Business – Our Services – Virtual and Hybrid Events.”

We depend on the accessibility of our platform across these devices that we do not control.

Some of our competitors may have inherent

advantages by being able to develop products and services internally that more closely integrate with their own software platforms or

those of their business partners.

may not be able to modify our platform and services to maintain their continued compatibility with that of third parties’ products

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plan to incorporate AI technologies into some of our products and services, which may present operational and reputational risks.

of the date of this annual report, we utilize artificial intelligence, or AI, to empower the multi-language captioning and transcription

features of our Xyvid Pro Platform, and we plan to implement additional features driven by artificial intelligence in the future.

initial AI-driven enhancements are expected to be available in the second quarter of 2025.

Business—Growth Strategies—Enhancing

Technology and Innovation.” As with many innovations, there are associated risks involved in utilizing AI technology.

be no assurance that our use of AI will eventually produce the intended results.

Even if it could produce the intended results, we cannot

guarantee that such AI will not produce errors going forward.

As of the date of this Annual Report, we utilize artificial intelligence,

or AI, to empower the multi-language captioning and transcription features of our Xyvid Pro platform, and we plan to implement additional

features driven by artificial intelligence in the future.

Business – Growth Strategies – Enhancing Technology

and Innovation.” As with many innovations, there are associated risks involved in utilizing AI technology.

There can be no assurance

that our use of AI will eventually produce the intended results.

Even if it could produce the intended results, we cannot guarantee that

such AI will not produce errors going forward.

AI, particularly generative AI, has been known to produce false or “hallucinatory”

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harm, or other adverse impacts on our business and financial results.

addition, regulation of AI is rapidly evolving worldwide, as legislators and regulators are increasingly focused on these powerful emerging

technologies.

The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property,

data privacy and security, customer protection, competition, and equal opportunity laws, and are expected to be subject to increased

regulation and new laws or new applications of existing laws and regulations.

For example, In the United States, President Biden issued

the Executive Order on Safe, Secure and Trustworthy Artificial Intelligence in October 2023, with the goal of promoting the “safe,

secure, and trustworthy development and use of artificial intelligence in the United States.” The Executive Order has established

certain new standards for the training, testing and cybersecurity of sophisticated AI models.

It has also instructed other federal agencies

to promulgate additional regulations within certain timeframes from the date of the Executive Order.

Federal artificial intelligence

legislation has also been introduced in the U.S.

Since these regulatory frameworks rapidly evolve, we may become subject to new

laws and regulations, which may affect the legality, profitability, or sustainability of our business, and we may be unable to predict

all the legal, operational, or technological risks that may arise relating to the use of AI.

The failure to comply with the relevant

regulatory frameworks may also negatively affect our reputation.

Because AI technology itself is highly complex and rapidly developing,

it is not possible to predict all the legal, operational, or technological risks that may arise relating to the use of AI.

appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

of the date of this annual report, the Company does not intend to utilize open-source AI.

In addition, regulation of AI is rapidly evolving worldwide, as

legislators and regulators are increasingly focused on these powerful emerging technologies.

The technologies underlying AI and its uses

are subject to a variety of laws and regulations, including intellectual property, data privacy and security, customer protection, competition,

and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and

For example, federal artificial intelligence legislation has been introduced in the U.S.

Since these regulatory frameworks

rapidly evolve, we may become subject to new laws and regulations, which may affect the legality, profitability, or sustainability of

our business, and we may be unable to predict all the legal, operational, or technological risks that may arise relating to the use of

The failure to comply with the relevant regulatory frameworks may also negatively affect our reputation.

Because AI technology itself

is highly complex and rapidly developing, it is not possible to predict all the legal, operational, or technological risks that may arise

relating to the use of AI.

Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action,

or brand and reputational harm.

As of the date of this Annual Report, the Company does not intend to utilize open-source AI.

Interruptions

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a reduction in revenues or a delay in market acceptance of our services;

us to pay penalties or issue refunds to our customers or partners, or expose us to claims for damages;

us to pay penalties or issue refunds to our customers or partners, or expose us to claims

us to lose existing customers and make it more difficult to attract new customers;

our development resources or require us to make extensive changes to our software, which would increase our expenses and slow innovation;

our development resources or require us to make extensive changes to our software, which

would increase our expenses and slow innovation;

our technical support costs;

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Many of our actual and potential competitors

benefit from competitive advantages over us, such as greater name recognition;

benefit from competitive advantages over us, such as stronger brand recognition;

longer operating histories;

more varied products and services;

more varied products and

larger marketing budgets;

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more third-party integration;

greater accessibility across devices

or applications;

greater accessibility across

devices or applications;

greater access to larger user bases;

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enable them to acquire customers at a lower cost than we can.

Moreover, our major customers may demand substantial price concessions.

As a result, we may be required to provide our major customers with pricing below our targets in the future.

As a result, we could lose

market share to our competitors or be forced to engage in price-cutting initiatives or other discounts to attract and retain customers,

each of which could harm our business, results of operations and financial condition.

As a result, we could lose market share to our competitors or be forced

to engage in price-cutting initiatives or other discounts to attract and retain customers, each of which could harm our business, results

of operations and financial condition.

failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and

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additional investment in digital marketing and sales team expansion.

Business—Growth Strategies.” If we

are unable to expand our sales and marketing operations, our future revenue growth and business could be adversely impacted.

Business – Growth Strategies.” If

we are unable to expand our sales and marketing operations, our future revenue growth and business could be adversely impacted.

and recruiting qualified sales representatives and training them is time consuming and resource intensive, and they may not be fully

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purchases, accounting for approximately 17.9% of our total purchases.

Business—Our Suppliers.” Such third-party

suppliers are subject to their own unique operational and financial risks, which are beyond our control.

If such significant suppliers

breach or terminate their contracts with us, or experience significant disruptions to their operations, we will be required to find and

enter into arrangements with one or more replacement suppliers.

Finding alternative suppliers could involve significant delays and other

costs and these suppliers may not be available to us on reasonable terms, or at all.

As a result, this could harm our business and financial

results and result in lost or deferred revenue.

depend on our controlling stockholder, V-Cube, Inc., for financing and other resources.

owns the majority of our equity interest as of the date of this annual report.

We do not expect any material changes to our relationship

with V-Cube, Inc.

in the foreseeable future.

We have relied on and expect to continue to rely on V-Cube, Inc.

for financing and other

has made verbal pledges to provide financial support and other resources to our Company.

However, such pledges

have not been formalized by any contractual arrangements and there is no assurance that such financial support will be available as and

when needed or in sufficient amounts.

If there are any changes to our relationship with V-Cube, Inc., and/or if V-Cube, Inc.

or terminates its provision of financing and other resources to us, for a variety of reasons beyond our control, such as any changes

to the Japan-United States relations, any business interruptions or financial distress of V-Cube, Inc., or any legal changes that affect

international money transfers, it could have material adverse effects on our business and financial results.

Business – Our Suppliers.” Such

third-party suppliers are subject to their own unique operational and financial risks, which are beyond our control.

If such significant

suppliers breach or terminate their contracts with us, or experience significant disruptions to their operations, we will be required

to find and enter into arrangements with one or more replacement suppliers.

Finding alternative suppliers could involve significant delays

and other costs and these suppliers may not be available to us on reasonable terms, or at all.

As a result, this could harm our business

and financial results and result in lost or deferred revenue.

results of operations are subject to seasonal fluctuations.

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and future customers, all of which would adversely affect our business, financial condition, and results.

may be the subject of detrimental conduct by third parties, which could have a negative impact on our reputation.

may be the target of anti-competitive, harassing, or other detrimental conduct by third parties including our competitors.

may include complaints, anonymous or otherwise, to regulatory agencies regarding our operations, accounting, business relationships,

business prospects, and business ethics.

Additionally, anyone may post false allegations online against us on an anonymous basis.

may be subject to government or regulatory investigation as a result of such third-party conduct and may be required to expend significant

time and incur substantial costs to address such third-party conduct, and there can be no assurance that each of the allegations will

be refuted conclusively within a reasonable period of time, or at all.

Our business may also be materially negatively affected as a result

of such public dissemination of anonymous allegations or malicious statements.

Interruptions,

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As of the date of this Annual

report, we have experienced service disruptions, outages and other performance problems, due to the introduction of new functionality,

human error, and capacity constraints, and we may in the future experience further service disruptions, outages and other performance

problems due to a variety of other factors, including infrastructure changes, software errors, zero-day vulnerabilities, and denial-of-service

attacks, ransomware attacks and other cybersecurity incidents by malicious actors.

In some instances, we may not be able to rectify these

performance issues within an acceptable time-frame.

addition, we depend on the expertise and efforts of members of our operations and technology teams for the continued performance of our

Our ability to retain, attract, hire and train staff in these groups may prove to be a challenge for a variety of factors and

could have an adverse impact on the platform.

Report, we have experienced service disruptions, outages and other performance problems which caused delays to events, due to the introduction

of new functionality, human error, and capacity constraints, and we may in the future experience further service disruptions, outages

and other performance problems due to a variety of other factors, including infrastructure changes, software errors, zero-day vulnerabilities,

and denial-of-service attacks, ransomware attacks and other cybersecurity incidents by malicious actors.

In some instances, we may not

be able to rectify these performance issues within an acceptable time-frame.

our platform is unavailable or if our customers and their users are unable to access our platform within a reasonable amount of time,

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This will enable us to diversify and expand our service offerings.

Business—Growth Strategies.” Such expansions will increase the complexity of our operations and may cause

strain on our managerial, operational, and financial resources.

Business – Growth Strategies.” Such expansions will increase the complexity of our operations and may

cause strain on our managerial, operational, and financial resources.

We must continue to hire, train, and effectively manage new employees.

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growth may subject us to the following additional challenges and constraints:

face challenges in responding to evolving industry standards and government regulation that impact our business and the webcasting

industry in general;

face challenges in responding to evolving industry standards and government regulation that

impact our business and the webcasting industry in general;

technological or operational challenges may arise from the new services;

execution of our future plans will be subject to the availability of funds to support the relevant capital investment and expenditures;

successful execution of our strategies is subject to factors beyond our control, such as general market conditions, and economic

and political developments in the United States and globally.

execution of our future plans will be subject to the availability of funds to support the

relevant capital investment and expenditures;

successful execution of our strategies is subject to factors beyond our control, such as

general market conditions, and economic and political developments in the United States and

of these endeavors involve risks and will require significant management, financial, and human resources.

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attract, recruit, or retain key personnel, and this could adversely impact our financial condition, operating results, and business prospects.

addition, we depend on the expertise and efforts of members of our operations and technology teams for the continued performance of our

Our ability to retain, attract, hire and train staff in these groups may prove to be a challenge for a variety of factors and

could have an adverse impact on the platform.

may not maintain adequate insurance, which could expose us to significant costs and business disruption.

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investments, strategic partnerships, and other strategic transactions involve significant risks and uncertainties, including:

potential failure to achieve the expected benefits of the acquisition, investment, strategic partnership, or other strategic transaction,

including recoupment or write-down of our investments in the partnership;

potential failure to achieve the expected benefits of the acquisition, investment, strategic

partnership, or other strategic transaction, including recoupment or write-down of our investments

in the partnership;

● unanticipated

costs and liabilities;

potential of disputes with our partners, including arbitration or litigation resulting from a breach or alleged breach of either

party’s contractual obligation, which may result in cost, distraction and potential liabilities and reputational damage;

in integrating new services and subscriptions, software, businesses, operations, and technology infrastructure in an efficient and

effective manner;

potential of disputes with our partners, including arbitration or litigation resulting from

a breach or alleged breach of either party’s contractual obligation, which may result

in cost, distraction and potential liabilities and reputational damage;

● difficulties

in integrating new services and subscriptions, software, businesses, operations, and technology

infrastructure in an efficient and effective manner;

● difficulties

in maintaining customer relations;

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diversion of the attention of our senior management from the operation of our daily business;

potential adverse effect on our cash position to the extent that we use cash for the transaction consideration;

potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay

for an acquisition, investment, strategic partnership, or other strategic transaction;

potential adverse effect on our cash position to the extent that we use cash for the transaction

consideration;

potential significant increase of our interest expense, leverage, and debt service requirements

if we incur additional debt to pay for an acquisition, investment, strategic partnership,

or other strategic transaction;

potential issuance of securities that would dilute our stockholders’ percentage ownership;

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or our revenue may decline for a number of reasons, including reduced demand for our products and services, increased competition, industry

trend, or our failure to capitalize on growth opportunities.

trends, or our failure to capitalize on growth opportunities.

Meanwhile, we expect our overall operating expenses to continue to increase

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business could be disrupted by catastrophic events.

of any catastrophic event, including pandemics such as COVID-19, earthquakes, fires, floods, tsunamis or other weather event, power loss,

of any catastrophic event, including pandemics, earthquakes, fires, floods, tsunamis or other weather event, power loss,

telecommunications failure, software or hardware malfunctions, cyberattacks, war or terrorist attacks, could result in lengthy interruptions

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Business – Regulations.”

While as of the date of this annual report, we have not been subject to any legal or administrative penalties or received any notifications

from regulatory authorities for privacy, data protection, or information security concerns, the developments or changes to the applicable

laws and regulations may complicate compliance efforts and increase legal risk and compliance costs for us and the third parties upon

whom we rely.

If we fail to comply with stringent and evolving laws and regulations, industry standards, policies, and contractual obligations

relating to privacy, data protection, information security, and other matters, it could harm our reputation and business and subject

us to significant fines and liability.

The developments or changes to the applicable laws and regulations may complicate compliance efforts and increase legal risk and compliance

costs for us and the third parties upon whom we rely.

If we fail to comply with stringent and evolving laws and regulations, industry

standards, policies, and contractual obligations relating to privacy, data protection, information security, and other matters, it could

harm our reputation and business and subject us to significant fines and liability.

are subject to a variety of U.S.

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a service provider, we do not regularly monitor our platform to evaluate the legality of content shared on it by our customers.

as of the date of this annual report, we have not been subject to legal or administrative actions as a result of the content shared on

our platform, the laws in this area are evolving and vary widely between jurisdictions.

Accordingly, it may be possible that in the future

we and our business partners may be subject to legal actions involving our customers’ content or use of our platform.

in this area are evolving and vary widely between jurisdictions.

Accordingly, it may be possible that in the future we and our business

partners may be subject to legal actions involving our customers’ content or use of our platform.

platform depends on the ability of our customers and their users to access the internet.

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regard our domain names and other intellectual property we may develop or acquire as critical to our success.

Business—Intellectual

Property.” We have taken measures to protect our intellectual property, but these measures might not be sufficient or effective.

– Intellectual Property.” We have taken measures to protect our intellectual property, but these measures might not be sufficient

or effective.

We may bring lawsuits to protect against the potential infringement of our intellectual property rights.

Policing unauthorized use of

our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the future

to enforce their intellectual property rights.

Future litigation could result in substantial costs and diversion of our resources and

could disrupt our business, as well as materially adversely affect our financial condition and results of operations.

Policing unauthorized

use of our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the

future to enforce their intellectual property rights.

Future litigation could result in substantial costs and diversion of our resources

and could disrupt our business, as well as materially adversely affect our financial condition and results of operations.

Further, despite

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prospects, results of operations, and financial condition.

time to time, we may be involved in various claims, controversies, lawsuits, legal proceedings, or regulatory inquiries that arise in

the ordinary course of business involving labor and employment, wage and hour, intellectual property, data breach and other matters.

Business—Legal Proceedings.” We expect that the number and significance of these potential disputes or

claims may increase as our business expands and our company grows larger.

Contractual provisions and insurance coverage may not cover

potential claims and may not be adequate to indemnify us for all liabilities we may face.

Any claims against us, whether meritorious

or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion

of significant operational resources.

Litigation is inherently unpredictable, and the results of any claims may have a material adverse

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

In addition, negative publicity regarding claims or

judgments made against our Company may damage our reputation and may result in a material adverse impact on us.

time to time, we may be involved in various claims, controversies, lawsuits, legal proceedings, or regulatory inquiries that arise

in the ordinary course of business involving labor and employment, wage and hour, intellectual property, data breach and other

Business – Legal Proceedings” for the current investigations of which the Company is

We expect that the number and significance of these potential disputes or claims may increase as our business expands and

our company grows larger.

Contractual provisions and insurance coverage may not cover potential claims and may not be adequate to

indemnify us for all liabilities we may face.

Any claims against us, whether meritorious or not, could be time consuming, result in

costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources.

Litigation is inherently unpredictable, and the results of any claims may have a material adverse effect on our business, financial

condition, results of operations, and prospects.

In addition, negative publicity regarding claims or judgments made against our

Company may damage our reputation and may result in a material adverse impact on us.

are subject to various U.S.

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public offerings, especially among those with relatively smaller public floats.

As a relatively small-capitalization company with a relatively

small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity

than large-capitalization companies.

In particular, our common stock may be subject to rapid and substantial price volatility, low volumes

of trades, and large spreads in bid and ask prices.

Such volatility, including any stock run-ups, may be unrelated to our actual or expected

operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing

value of our common stock.

As a micro-cap company with a relatively small public

float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization

In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large

spreads in bid and ask prices.

Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance

and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common

addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence

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none of which are outstanding.

Our board of directors can determine the designations, powers, preferences and voting and other rights,

and the qualifications, limitations and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number

of shares constituting any series and the designation of such series.

It is possible that our board of directors, in determining the

rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions that have the effect of delaying,

deferring or preventing a change in control, discouraging bids for our common stock at a premium over the market price, or that adversely

affect the market price of and the voting and other rights of the holders of our common stock.

Our Board can determine the designations, powers, preferences and voting and other rights, and the qualifications,

limitations and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting

any series and the designation of such series.

It is possible that our Board, in determining the rights, preferences and privileges to

be granted when the preferred stock is issued, may include provisions that have the effect of delaying, deferring or preventing a change

in control, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and

the voting and other rights of the holders of our common stock.

Anti-takeover

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super-majority voting to amend some provisions in our articles of incorporation and bylaws;

the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights

the issuance of “blank check” preferred stock that our Board could use to implement

a stockholder rights plan;

the ability of our stockholders to call special meetings of stockholders;

cumulative voting;

advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon

by stockholders at stockholder meetings.

advance notice requirements for nominations for election to our Board or for proposing matters

that can be acted upon by stockholders at stockholder meetings.

addition, Nevada Revised Statutes imposes certain restrictions on business combinations and certain changes or potential changes in control

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are a public company in the United States subject to the Sarbanes-Oxley Act of 2002.

Section 404 of the Sarbanes-Oxley Act of 2002 will

require that we include a report of management on our internal control over financial reporting in our annual report on 10-K beginning

with our annual report for the fiscal year ending December 31, 2025.

In addition, once we cease to be an “emerging growth company,”

as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness

of our internal control over financial reporting.

Our management may conclude that our internal control over financial reporting is not

Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent

registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied

with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the

relevant requirements differently from us.

In addition, after we become a public company, our reporting obligations may place a significant

strain on our management, operational, and financial resources and systems for the foreseeable future.

We may be unable to complete our

evaluation testing and any required remediation in a timely manner.

Section 404 of the Sarbanes-Oxley Act of 2002 requires

that we include a report of management on our internal control over financial reporting in our Annual Reports on 10-K.

In addition, once

we have reached “accelerated filer” or “large accelerated filer” status and have ceased to be an “emerging

growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and

report on the effectiveness of our internal control over financial reporting.

Our management may conclude that our internal control over

financial reporting is not effective.

Moreover, even if our management concludes that our internal control over financial reporting is

effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is

qualified, if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or

reviewed, or if it interprets the relevant requirements differently from us.

We may be unable to complete our evaluation testing and

any required remediation in a timely manner.

bear substantial increased costs as a result of being a public company.

completed our initial offering in 2025 and have started bearing significant legal, accounting, and other expenses as a public company

that we did not incur as a private company since then.

completed our initial public offering in February 2025 and have started bearing significant legal, accounting, and other expenses as

a public company that we did not incur as a private company.

These additional costs could negatively affect our financial results.

The Sarbanes-Oxley

Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance

practices of public companies.

Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate

governance practices of public companies.

with these laws, rules, and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming

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It may also be more difficult for us to find qualified persons to serve

on our board of directors or as executive officers.

on our Board or as executive officers.

are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier

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any degree of certainty the amount of additional costs we may incur or the timing of such costs.

may not be able to maintain the listing of our common stock on Nasdaq.

can be no assurance that we will be able to maintain the listing standards of Nasdaq, the exchange on which our common stock is traded,

which includes requirements that we maintain our stockholders’ equity, total value of shares of common stock held by unaffiliated

stockholders, minimum bid price, and market capitalization above certain specified levels.

to comply with the Nasdaq Capital Market continued listing requirements may result in our common stock being delisted from the Nasdaq

Capital Market.

can be no assurance that we will be able to maintain the listing standards of the Nasdaq Capital Market, the exchange on which our common

stock is traded, which includes requirements that we maintain our stockholders’ equity, total value of shares of common stock held

by unaffiliated stockholders, minimum bid price, and market capitalization above certain specified levels.

For example, on June 30, 2025,

we received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying us that the Company had not been in compliance

with Nasdaq’s minimum bid price requirement.

In order to cure the deficiency, we effected a 1-for-15 reverse stock split on December

1, 2025 to regain compliance with Nasdaq’s minimum bid price requirement.

Because we effected such reverse stock split to cure

our minimum bid price deficiency in December 2025, should our stock price fail to meet Nasdaq’s minimum bid price requirement at

any time prior to December 1, 2026, we will not be eligible for any compliance period and our stock will be immediately delisted.

we fail to conform to the Nasdaq listing requirements on an ongoing basis, our common stock might cease to trade on Nasdaq, and may move

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that are less efficient and that provide less liquidity in the shares of common stock than Nasdaq.

A delisting could substantially decrease

trading in our common stock, adversely affect the market liquidity of our common stock as a result of the loss of market efficiencies

associated with Nasdaq and the loss of federal preemption of state securities laws, adversely affect our ability to obtain financing

on acceptable terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and

fewer business development opportunities.

equity offerings or other equity issuances of us could further dilute common stock.

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reports on us, we could lose visibility in the financial markets, which could cause the price of our common stock and the trading volume

will be a “controlled company” within the meaning of the Nasdaq listing rules, and will follow certain exemptions from certain

corporate governance requirements that could adversely affect our public stockholders.

of the date of this annual report, our largest stockholder, V-Cube, Inc., directly and indirectly own more than a majority of the voting

power of our outstanding common stock and will be able to determine all matters requiring approval by our stockholders.

is a Japanese company listed on the Tokyo Stock Exchange and its chief executive officer, Naoaki Mashita, has served as our Director

since February 2024 and is our minority stockholder.

Under the Nasdaq listing rules, a company of which more than 50% of the voting power

is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance

with the independent committee requirements.

We intend to rely on the “controlled company” exemptions under the Nasdaq listing

Specifically, we will not form the nominating and corporate governance and compensation committees, and a majority of our board

of directors will not consist of independent directors, as permitted by the “controlled company” exemptions under the Nasdaq

listing rules.

We have formed an audit committee that will consist of three independent directors and we intend to phase in our compliance

with the relevant audit committee composition requirements by having two independent directors at the time of our listing, and three

independent directors within one year of our listing.

During the period we remain a controlled company and during any transition period

following a time when we are no longer a controlled company, you will not have the same protections afforded to stockholders of companies

that are subject to all of the corporate governance requirements of Nasdaq.

are no longer a “controlled company” within the meaning of the Nasdaq listing rules.

However, we will continue to rely on

certain exemptions from certain corporate governance requirements during a transition period that could adversely affect our public stockholders.

“controlled company” exception to the Nasdaq Capital Market rules provides that a company of which more than 50% of the voting

power for the election of directors is held by an individual, a group or another company, a “controlled company,” need not

comply with certain requirements of the Nasdaq Capital Market corporate governance rules.

Until December 30, 2025, V-Cube, Inc., our

largest stockholder, directly and indirectly, owned a majority of the voting power of our outstanding common stock and was able to determine

all matters requiring approval by our stockholders.

As a “controlled company” within the meaning of the corporate governance

rules of the Nasdaq Capital Market, during 2025, we were exempt from the Nasdaq Capital Market’s corporate governance rules requiring

that listed companies have (i) a majority of the Board consist of “independent” directors under the listing standards of

the Nasdaq Capital Market, (ii) selection or recommendation for the Board’s selection of director nominees made by (a) independent

directors constituting a majority of the Board’s independent directors in a vote in which only the independent directors participate

or (b) a nominating and corporate governance committee composed entirely of independent directors (subject to exceptions under limited

and exceptional circumstances) and a written nominating and corporate governance committee charter meeting the requirements of the Nasdaq

Capital Market, and (iii) a compensation committee composed entirely of independent directors (subject to exceptions under limited and

exceptional circumstances) and a written compensation committee charter meeting the requirements of the Nasdaq Capital Market.

the date of this Annual Report, V-Cube, Inc.

no longer owns a majority of the voting power of our outstanding common stock.

we no longer qualify as a “controlled company” and accordingly, on February 2, 2026, we formed a compensation committee and

a nominating and corporate governance committee of the Board.

We have also ceased our reliance on the exemption applicable to newly public

companies relating to a majority independent board and have appointed independent directors representing a majority of our Board.

are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain

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less attractive to investors.

are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with

the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

are an “emerging growth company” as defined in the JOBS Act and a “smaller reporting company” under the applicable

rules of the SEC, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited

to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

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We have elected to take advantage of the extended transition period for complying with new or revised accounting

will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date

of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose

that status sooner if our revenue exceeds $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three-year period,

or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently

completed second fiscal quarter.

may continue to be a “smaller reporting company” even after we are no longer an emerging growth company.

We may take advantage of certain

of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for

so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business

day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than $100 million during the

most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million

as of the last business day of the most recently completed second fiscal quarter.

We may take advantage

of certain of the scaled disclosures available to “smaller reporting companies” and will be able to take advantage of these

scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million

as of the last business day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than

$100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal

to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

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and results of operations.

currently have a substantial number of shares of common stock subject to potential issuance associated with our Equity Line of Credit

(“ELOC”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”).

The issuance or sale of shares under our ELOC

would substantially increase the number of shares outstanding and result in dilution to our security holders.

This might substantially

decrease the market price of our common stock.

have a substantial number of shares of our common stock that may be issued in the future.

On June 23, 2025, we entered into a purchase

agreement (the “Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln Park committed to purchase from us, from

time to time and subject to certain limitations and conditions, up to an aggregate of $20.0 million of our common stock over the 24-month

term of the Purchase Agreement.

During the year ended December 31, 2025, we issued 2,402,754 shares of our common stock to Lincoln Park

under our ELOC.

To the extent that shares of common stock are issued or sold under our ELOC, dilution to our security holders may occur.

The issuance of these additional securities may have an adverse effect on the market price of our securities.

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