What changed in this filing

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Item 1A. Risk Factors

2024-03-28 compared with 2023-03-30 · 510 added, 453 removed, 491 unchanged (66% of the section changed)

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You should carefully consider the risks described

below, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related

notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” particularly before

deciding whether to invest in our securities.

The occurrence of any of the events or developments described below could materially and

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

In such an event, the market price of

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

below, as well as the other information in this Annual Report, including our consolidated financial statements and the related notes

and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” particularly before deciding

whether to invest in our securities.

The occurrence of any of the events or developments described below could materially and adversely

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

In such an event, the market price of our common

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

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

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations

and adversely affect our results of operations and financial condition.

Factor Summary

risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and adversely

affect our results of operations and financial condition.

Risk Factor Summary

following is a summary of the most significant risks and uncertainties that we believe could adversely affect our business, financial

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The summary should be read in conjunction with the more detailed risk factors set forth in this

“Risk Factors” section and the other information contained in this Annual Report on Form 10-K.

“Risk Factors” section and the other information contained in this Annual Report.

operate in an extremely competitive industry and are subject to pricing pressures.

have a history of losses and our audited financial statements include a statement that there

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

As our costs increase,

we may not be able to generate sufficient revenue to achieve and sustain profitability.

business and future growth depends on the needs and success of our customers, and we have

substantial customer concentration.

may not be able to successfully manage our growth.

may be negatively impacted by public health epidemics or outbreaks, including the novel coronavirus

(“COVID-19”) as well as uncertainty in global economic conditions.

may fail to expand our sales and distribution channels and our ability to expend into international

markets is uncertain.

have a history of losses.

As our costs increase, we may not be able to generate sufficient

revenue to achieve and sustain profitability.

audited financial statements include a statement that there is a substantial doubt about

our ability to continue as a going concern and a continuation of negative financial trends

could result in our inability to continue as a going concern.

have substantial customer concentration, with a limited number of customers accounting for

a substantial portion of our sales in 2023 and 2022.

all of our raw materials enter the United States through a limited number of ports, and we

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or other product delivery difficulties could interfere with our distribution plans and reduce

reviews, inquiries, investigations, and actions could harm our business or reputation and

we are subject to litigation, tax, environmental and other legal compliance risks.

are dependent on third-party manufacturers and suppliers and our operating results could

be adversely affected by changes in the cost and availability of raw materials as well as

increases in costs, disruption of supply, or shortage of any of our battery components, such

as electronic and mechanical parts, or raw materials used in the production of such parts.

rely on two warehouse facilities and if any of our facilities becomes inoperable for any

reason or if our expansion plans fail, our ability to produce our products could be negatively

· Lithium-ion

battery cells have been observed to catch fire or release smoke and flame, which may have

a negative impact on our reputation and business.

could face potential product liability claims relating to our products, which could result

in significant costs and liabilities, which would reduce our profitability.

in costs, disruption of supply or shortage of any of our battery components, such as electronic

and mechanical parts, or raw materials used in the production of such parts could harm our

are currently, and will likely continue to be, dependent on our three warehouses.

facilities become inoperable for any reason, our ability to produce our products could be

negatively impacted.

failure to introduce new products and product enhancements and broad market acceptance of

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and we may need to defend ourselves against intellectual property infringement claims.

problems with our products could harm our reputation and erode our competitive position.

acquisitions we complete may dilute stockholders, have adverse effects on our business and

cause unanticipated liabilities.

our electronic data is compromised or if we fail to keep pace with developments in technology,

our business could be significantly harmed.

ability to raise capital in the future may be limited, our stockholders may be diluted by

future securities offerings and our long-term lease and debt obligations could adversely

affect our ability to raise capital or enter into transactions.

ability to raise capital in the future may be limited, which could make us unable to fund

our capital requirements and sustain our operations.

depend on our senior management team and other key employees, and significant attrition within

our management team or unsuccessful succession planning could adversely affect our business.

are an “emerging growth company” and elect to comply with certain reduced reporting

requirements applicable to emerging growth companies, which could make our securities less

attractive to investors.

stock price may fluctuate significantly, and stockholders may be diluted by further share

issuances, including due to the sale of substantial amounts of our shares in the public markets.

will continue to incur increased costs as a result of being a public company and our management

team has limited experience in managing a public company.

In addition, a failure to maintain

effective internal control over financial reporting could adversely affect our business and

management continues to have broad discretion as to the use of the net proceeds from our

initial public offering and we do not anticipate paying dividends in the foreseeable future.

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

principal stockholder continues to have substantial control over us.

Articles of Incorporation provides that the Nevada Eighth Judicial District Court of Clark

County Nevada shall be the exclusive forum for certain litigation that may be initiated by

our stockholders, including claims under the Securities Act, which could limit our stockholders’

ability to obtain a favorable judicial forum for disputes with us or our directors, officers

or employees.

Related to Our Business

operate in an extremely competitive industry and are subject to pricing pressures.

of substantial amounts of our securities in the public markets, or the perception that such

sales might occur, could reduce the price of our securities and may dilute your voting power

and your ownership interest in us.

Risks Related

to Our Business

We operate in an extremely competitive

industry and are subject to pricing pressures.

compete with a number of major international and domestic manufacturers, assemblers and distributors, as well as a large number of smaller,

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improve our operating results.

have a history of losses.

We have a history

As our costs increase, we may not be able to generate sufficient revenue to achieve and sustain profitability.

have experienced net losses in each period since inception.

We generated net losses of $7,536,540 and $4,720,858 for the years ended

December 31, 2022 and 2021, respectively.

We generated net losses of $7.5 million for each of the years ended December

31, 2023 and 2022.

of our business strategy is to focus on our long-term growth.

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adverse effect on our ability to raise capital to grow our business.

audited financial statements include a statement that there is a substantial doubt about our ability to continue as a going concern and

a continuation of negative financial trends could result in our inability to continue as a going concern.

financial statements include a statement that there is a substantial doubt about our ability to continue as a going concern and a continuation

of negative financial trends could result in our inability to continue as a going concern.

audited financial statements as of and for the years ended December 31, 2023 and 2022 were prepared on the assumption that we would continue

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debt or equity financing, then our financial condition could render us unable to continue as a going concern.

business and future growth depends on the needs and success of our customers.

Our business and future growth depends

on the needs and success of our customers.

customers include dealers, wholesalers, private-label customers and original equipment manufacturers (“OEMs”).

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facilities, increasing our unit production cost and decreasing our operating margins.

have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our sales in 2022

We have substantial

customer concentration, with a limited number of customers accounting for a substantial portion of our sales in 2023 and 2022.

currently derive a significant portion of our revenues from a limited number of customers.

During the year ended December 31, 2023, sales

to our top three customers totaled $2,905,326, comprising approximately 41% of our total sales, including sales to one customer, which

totaled $1,346,344 or approximately 19% of our total sales.

Amounts due from these customers totaled $127,795, representing approximately

43% of our total accounts receivable at December 31, 2022.

During the year ended December 31, 2021, sales to one customer totaled $488,860

and comprised approximately 11% of our total sales.

There were no accounts receivable from this customer as of December 31, 2021;

amounts due from three other customers totaling $658,317 represented approximately 85% of our total accounts receivable at December 31,

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.

addition, our sales are completed on a purchase order basis and most are without firm, long-term revenue commitments or sales arrangements.

It is not possible for us to predict the future level of demand for our products and services that will be generated by our customers

or the future demand for the products and services of our other customers.

If any of our customers experience declining or delayed sales

due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our products which could

have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations and/or

trading price of our common stock.

Furthermore, there is inherent risk associated with accounts receivable concentration as a deterioration

in the financial condition of a limited number of account debtors, or any other factor which affects their ability or willingness to

pay could in turn have a material adverse effect on our financial condition.

may not be able to successfully manage our growth.

to two customers totaled approximately 21% of our total sales and these customers did not have any outstanding accounts receivable at

December 31, 2023.

While these customers did not have accounts receivable balances as of December 31, 2023, four other customers had

accounts receivable balances totaling $140 thousand, representing 90% of total accounts receivable as of December 31, 2023.

each of our other customers did not exceed 10% during this period.

During the year ended December 31, 2022, sales to our top three customers

totaled approximately 41% of our total sales.

Amounts due from these customers totaled approximately 43% of our total accounts receivable

at December 31, 2022.

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of

In addition, our sales are completed on a purchase order basis and most are without firm, long-term revenue commitments or

sales arrangements.

It is not possible for us to predict the future level of demand for our products and services that will be generated

by our customers or the future demand for the products and services of our other customers.

If any of our customers experience declining

or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our products

which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations

and/or trading price of our common stock.

Furthermore, there is inherent risk associated with accounts receivable concentration as a

deterioration in the financial condition of a limited number of account debtors, or any other factor which affects their ability or willingness

to pay could in turn have a material adverse effect on our financial condition.

We may not be able to successfully

manage our growth.

have been continuously expanding our operations since our founding in 2016.

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To effectively

manage our expanded operations, we need to continue

to recruit and train managerial, accounting, internal audit, engineering, assembly and manufacturing, technical, sales and other staff

to satisfy our development requirements and there are currently significant labor shortages in the market.

In order to fund our ongoing

operations and our future growth, we need to have sufficient internal sources of liquidity or access to additional financing from external

Furthermore, we will be required to manage relationships with a greater number of customers, suppliers, contractors, service

providers, lenders and other third parties.

We will need to further strengthen our internal control and compliance functions to ensure

that we are able to comply with our legal and contractual obligations and to reduce our operational and compliance risks.

We cannot assure

you that we will not experience issues such as capital constraints, construction delays, operational difficulties at new locations, or

difficulties in expanding our existing business and operations and in recruiting and training an increasing number of personnel to manage

and operate the expanded business.

Our expansion plans may also adversely affect our existing operations and thereby have a material

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

results of operations may be negatively impacted by public health epidemics or outbreaks, including the novel coronavirus (“COVID-19”).

are exposed to risks associated with public health crises and epidemics/pandemics, such as COVID-19.

A widespread health crisis could

adversely affect the global economy, resulting in an economic downturn that could impact our operations and demand for our products and

therefore have a material adverse effect on our business and results of operations.

COVID-19 pandemic has had, and may continue to have, an adverse impact on our operations, supply chains and distribution systems.

example, we rely on our facilities in the United States, as well as third-party suppliers and manufacturers, in the United States, the

People’s Republic of China (“PRC”), and other countries impacted by COVID-19.

COVID-19 has resulted in the extended

shutdown of certain businesses in many of these countries, due to prolonged quarantines and travel restrictions, which has resulted and

may continue to result in disruptions or delays to our supply chain.

In addition, the spreading of the virus may make it more difficult

for us and our third-party manufacturers to find sufficient components or raw materials and component parts on a timely basis, or at

a cost-effective price.

Any performance failure on the part of any of our significant suppliers or third-party manufacturers could interrupt

production of our products, which would have a material adverse effect on our business, financial condition and results of operations.

In addition, we experienced shortages and workforce slowdowns due to stay-at-home mandates, illness among our workforce from COVID-19,

delays in shipping finished products to customers and some delays in our receiving batteries and certain components.

The highly competitive

labor market has made it difficult to recruit and maintain a workforce properly sized and suited for our operational and strategic needs,

which has further adversely impacted our business.

We have also experienced increased expenses, including as a result of preventive and

precautionary measures that we, other businesses and governments are taking.

In addition, while the COVID-19 pandemic has positively

impacted our battery sales due to more consumers adopting the RV lifestyle, there is no guarantee that any such increase would be sustained,

which could cause our results of operations to fluctuate.

extent to which COVID-19 will continue to impact our operations will depend on future developments, which are highly uncertain and cannot

be predicted with confidence, including the duration of the outbreak, new variants, new information which may emerge concerning the severity

of the coronavirus and the actions to contain the coronavirus or treat its impact, as well as the distribution and effectiveness of COVID-19

vaccines, among others.

A prolonged or worsened COVID-19 pandemic could adversely impact our operations, including among others, our

manufacturing and supply chain, sales and marketing and could adversely impact demand for our products, in each case, which could in

turn have an adverse impact on our business and our financial results.

we fail to expand our sales and distribution channels, our business could suffer.

manage our expanded operations, we need to continue to recruit and train managerial, accounting, internal audit, engineering, assembly

and manufacturing, technical, sales and other staff to satisfy our development requirements and there are currently significant labor

shortages in the market.

In order to fund our ongoing operations and our future growth, we need to have sufficient internal sources of

liquidity or access to additional financing from external sources.

Furthermore, we will be required to manage relationships with a greater

number of customers, suppliers, contractors, service providers, lenders and other third parties.

We will need to further strengthen our

internal control and compliance functions to ensure that we are able to comply with our legal and contractual obligations and to reduce

our operational and compliance risks.

We cannot assure you that we will not experience issues such as capital constraints, construction

delays, operational difficulties at new locations, or difficulties in expanding our existing business and operations and in recruiting

and training an increasing number of personnel to manage and operate the expanded business.

Our expansion plans may also adversely affect

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

Our results of operations may be

negatively impacted by public health epidemics or outbreaks.

are exposed to risks associated with public health crises and epidemics or pandemics.

A widespread health crisis could adversely affect

the global economy, resulting in an economic downturn that could impact our operations and demand for our products and therefore have

a material adverse effect on our business and results of operations.

For example, the COVID-19 global pandemic adversely impacted our

operations, supply chains, and distribution systems as well as those of our third-party suppliers and manufacturers, which are located

in the United States, Asia and Europe.

A future public health epidemic or outbreak may make it more difficult for us and our third-party

manufacturers to find sufficient components or raw materials and component parts on a timely basis or at a cost-effective price.

performance failure on the part of any of our significant suppliers or third-party manufacturers could interrupt production of our products,

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

In addition, during the pandemic

we experienced shortages and workforce slowdowns due to stay-at-home mandates, illness among our workforce, delays in shipping finished

products to customers, and delays in our receiving batteries and certain components.

The highly competitive labor market made it difficult

to recruit and maintain a workforce properly sized and suited for our operational and strategic needs, which further adversely impacted

our business, and any future incidence of disease could similarly impact our business.

In addition, while the pandemic positively impacted

our battery sales due to more consumers adopting the RV lifestyle, there is no guarantee that any such increase would be sustained, which

could cause our results of operations to fluctuate.

If we fail to expand our sales and

distribution channels, our business could suffer.

success, and our ability to increase sales and operate profitably, depends on our ability to identify target customers and convert these

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In addition, we believe

that our future success

is dependent upon establishing successful relationships with a variety of distribution partners.

To date, we have entered into agreements

with only a small number of these distribution partners.

We cannot be certain that we will be able to reach agreement with additional

distribution partners on a timely basis or at all, or that these distribution partners will devote adequate resources to selling our

Furthermore, if our distribution partners fail to adequately market or support our products, the reputation of our products

in the market may suffer.

In addition, we will need to manage potential conflicts between our direct sales force and any third-party

reselling efforts.

There can be no assurances that any of our efforts to expand our sales and distribution channels will be successful.

ability to expand into international markets is uncertain.

that our future success is dependent upon establishing successful relationships with a variety of distribution partners.

have entered into agreements with only a small number of these distribution partners.

We cannot be certain that we will be able to reach

agreement with additional distribution partners on a timely basis or at all, or that these distribution partners will devote adequate

resources to selling our products.

Furthermore, if our distribution partners fail to adequately market or support our products, the reputation

of our products in the market may suffer.

In addition, we will need to manage potential conflicts between our direct sales force and

any third-party reselling efforts.

There can be no assurances that any of our efforts to expand our sales and distribution channels will

be successful.

Our ability to expand into international

markets is uncertain.

strategy is to expand our operations into international markets.

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in that country:

difficulties and costs of localizing products for foreign markets;

need to modify our products to comply with local requirements in each country;

lack of a direct sales presence in other countries, our need to establish relationships with

distribution partners to sell our products in these markets and our reliance on the capabilities

and performance of these distribution partners.

the difficulties

and costs of localizing products for foreign markets;

the need to modify

our products to comply with local requirements in each country;

our lack of a direct

sales presence in other countries, our need to establish relationships with distribution partners to sell our products in these markets

and our reliance on the capabilities and performance of these distribution partners.

we are unable to expand into international markets in the manner expected, our business, financial condition, results of operations and

prospects may be materially and adversely affected.

all of our raw materials enter the United States through a limited number of ports and we rely on third parties to store and ship some

of our inventory;

of our raw materials enter the United States through a limited number of ports and we rely on third parties to store and ship some of

our inventory;

labor unrest at these ports or other product deliver difficulties could interfere with our distribution plans and reduce

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results of operations and prospects.

The uncertainty in global economic

conditions could negatively affect our operating results.

operating results are directly affected by the general global economic conditions of the industries in which our major customer groups

Our business is also highly dependent on the economic and market conditions in each of the geographic areas in which we operate.

Our products are heavily dependent on the end markets that we serve and our operating results will vary by location, depending on the

economic environment in these markets.

Sales of our RV and marine power products, for example, depend significantly on demand for new

electric products for RVs and marine applications, which, in turn, depends on end-user demand for RVs and boats.

The uncertainty in global

economic conditions could negatively affect the Company’s operating results.

Our operating results are directly

affected by the general global economic conditions of the industries in which our major customer groups operate.

Our business is also

highly dependent on the economic and market conditions in each of the geographic areas in which we operate.

Our products are heavily

dependent on the end markets that we serve and our operating results will vary by location, depending on the economic environment in

these markets.

Sales of our RV and marine power products, for example, depend significantly on demand for new electric products for RV’s

and marine applications, which, in turn, depends on end-user demand for RVs and boats.

The uncertainty in global economic conditions

varies by geographic location and can result in substantial volatility in global credit markets, particularly in the United States.

conditions, including levels of consumer spending, economic recessions, slow economic growth, economic and pricing instability, inflation

levels, increase of interest rates, credit market volatility and adverse developments affecting financial institutions ,

could affect our business by reducing prices that our customers may be able or willing to pay for our products or by reducing the demand

for our products.

In addition, the Russia-Ukraine conflict has and may continue to further exacerbate disruptions in the global supply

As a result of sanctions imposed in relation to the Russia-Ukraine conflict, gas prices in the United States have risen to historic

This rise in price may cause a decrease in RV travel, which could ultimately negatively impact sales of our batteries for RVs.

In 2022, we also experienced increased shipping costs as a result of increased fuel costs and shutdowns at the ports through which our

lithium-ion batteries and other raw materials are shipped due to COVID-19 restrictions.

Any of the above factors could, in turn, negatively

impact our sales and earnings generation and result in a material adverse effect on our business, cash flow, results of operations and

financial position.

reviews, inquiries, investigations, and actions could harm our business or reputation.

economic conditions varies by geographic location and can result in substantial volatility in global credit markets, particularly in

the United States.

These conditions, including levels of consumer spending, economic recessions, slow economic growth, economic and pricing

instability, inflation levels, increase of interest rates, credit market volatility and adverse developments affecting financial institutions ,

could affect our business by reducing prices that our customers may be able or willing to pay for our products or by reducing

the demand for our products.

In addition, the Russia-Ukraine war and the Israel-Palestine conflict has and may continue to further exacerbate

disruptions in the global supply chain.

As a result of sanctions imposed in relation to the Russia-Ukraine conflict, gas prices in the

United States have risen to historic levels, and geopolitical tensions in the Middle East has impacted global shipping routes.

in the cost of fuel may cause a decrease in RV travel, which could ultimately negatively impact sales of our batteries for RVs.

we also experienced increased shipping costs as a result of increased fuel costs and shutdowns at the ports through which our lithium-ion

batteries and other raw materials are shipped due to COVID-19 restrictions.

We did not experience any major residual impacts in 2023.

Any of the above factors could, in turn, negatively impact our sales and earnings generation and result in a material adverse effect

on our business, cash flow, results of operations and financial position.

Government reviews, inquiries, investigations,

and actions could harm our business or reputation.

we operate in various locations around the world, our operations in certain countries are subject to significant governmental scrutiny

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a manner materially adverse to our business, and it potentially could create negative publicity which could harm our business and/or

operating results could be adversely affected by changes in the cost and availability of raw materials and we are dependent on third-party

manufacturers and suppliers.

currently rely on multiple third-party manufacturers located in China who also produce our battery cells and we intend to continue to

Our operating

results could be adversely affected by changes in the cost and availability of raw materials and we are dependent on third-party manufacturers

and suppliers.

currently rely on multiple third-party manufacturers located in Asia who also produce our battery cells and we intend to continue to

rely on these suppliers going forward.

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addition, during the years ended December 31, 2023 and 2022, approximately 70% and 85%, respectively, of inventory purchases were made

from foreign suppliers in China and Hong Kong.

Our dependence on a limited number of key third-party manufacturers and suppliers exposes

us to challenges and risks in ensuring that we maintain adequate supplies required to produce our batteries.

We do not have long-term

purchase arrangements with our third-party manufacturers and our purchases are completed on a purchase order basis.

Thus, although we

carefully manage our inventory and lead-times, we may experience a delay or disruption in our supply chain and/or our current suppliers

may not continue to provide us with lithium-ion batteries in our required quantities or to our required specifications and quality levels

or at attractive prices.

Our close working relationships with our China-based suppliers to-date, reflected in our ability to increase

our purchase order volumes (qualifying us for related volume-based discounts) and to order and receive delivery of components in advance

of required demand, has helped us moderate or offset increased supply-related costs associated with inflation, currency fluctuations

and tariffs imposed on our battery imports by the U.S.

from foreign suppliers in Asia.

Our dependence on a limited number of key third-party manufacturers and suppliers exposes us to challenges

and risks in ensuring that we maintain adequate supplies required to produce our batteries.

We do not have long-term purchase arrangements

with our third-party manufacturers and our purchases are completed on a purchase order basis.

Thus, although we carefully manage our

inventory and lead-times, we may experience a delay or disruption in our supply chain and/or our current suppliers may not continue to

provide us with lithium-ion batteries in our required quantities or to our required specifications and quality levels or at attractive

Our close working relationships with our foreign suppliers to date, reflected in our ability to increase our purchase order volumes

(qualifying us for related volume-based discounts) and to order and receive delivery of components in advance of required demand, has

helped us moderate or offset increased supply-related costs associated with inflation, currency fluctuations and tariffs imposed on our

battery imports by the U.S.

government and avoid potential shipment delays.

If we are unable to enter into

or maintain commercial arrangements with these suppliers on favorable terms, or if any of these suppliers experience unanticipated delays,

disruptions or shutdowns or other difficulties ramping up their supply of products or materials to meet our requirements, our assembly

operations and customer deliveries would be seriously impacted, potentially resulting in liquidated damages and harm to our customer

relationships.

Although we believe we could locate alternative suppliers to

fulfill our needs, we may be unable to find a sufficient alternative supply in a reasonable time or on commercially reasonable terms.

If we are unable to enter into or maintain commercial arrangements

with these suppliers on favorable terms, or if any of these suppliers experience unanticipated delays, disruptions or shutdowns or other

difficulties ramping up their supply of products or materials to meet our requirements, our assembly operations and customer deliveries

would be seriously impacted, potentially resulting in liquidated damages and harm to our customer relationships.

Although we believe

we could locate alternative suppliers to fulfill our needs, we may be unable to find a sufficient alternative supply in a reasonable

time or on commercially reasonable terms.

our dependence on these third-party suppliers entails additional risks, including:

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or nonrenewal of agreements by third-party suppliers at times that are costly or inconvenient

our key manufacturers and suppliers are located in China, we are exposed to the possibility of product supply disruption and increased

of our key manufacturers and suppliers are located in China, and we are exposed to the possibility of product supply disruption and increased

costs in the event of changes in the policies, laws, rules and regulations of the United States or Chinese governments, as well as political

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in our batteries and sourced from countries other than the United States.

in costs, disruption of supply or shortage of any of our battery components, such as electronic and mechanical parts, or raw materials

used in the production of such parts could harm our business.

costs, disruption of supply or shortage of any of our battery components, such as electronic and mechanical parts, or raw materials used

in the production of such parts could harm our business.

time to time, we may experience increases in the cost or a sustained interruption in the supply or shortage of battery components.

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increase or supply interruption could materially and negatively impact our business, prospects, financial condition and operating results.

The prices for our battery components fluctuate depending on market conditions and global demand, and could adversely affect our business,

prices for our battery components fluctuate depending on market conditions and global demand, and could adversely affect our business,

prospects, financial condition and operating results.

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build or operate component production facilities to supply the numbers of battery components

required to support the rapid growth of

the electric RV and marine component vehicle industry and other industries in which we operate as demand for such components increases;

required to support the rapid growth of the electric RV and marine component vehicle industry

and other industries in which we operate as demand for such components increases;

in the supply of electronic circuits due to quality issues or insufficient raw materials;

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depending on market conditions and global demand for these materials, including as a result of increased global production of electric

vehicles and energy storage products Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause us to

experience significant increases in freight charges.

Any reduced availability of these raw materials or substantial increases in the

prices for such materials may increase the cost of our components and consequently, the cost of our products.

There can be no assurance

that we will be able to recoup increasing costs of our components by increasing prices, which in turn could damage our brand, business,

prospects, financial condition and operating results.

are currently, and will likely continue to be, dependent on our two warehouse facilities.

If our facilities become inoperable for any

reason, our ability to produce our products could be negatively impacted

of our battery assembly currently takes place at our headquarters located in Redmond, Oregon.

We currently operate one battery production

line, which has been sufficient to meet customer demand.

If this production line were to be inoperable for any period of time, we would

face delays in meeting orders, which could prevent us from meeting demand or require us to incur unplanned costs, including capital expenditures.

In addition, we have a second distribution warehouse in Elkhart, Indiana to service and provide a stocking location for several large

manufacturers in the area.

vehicles (“EVs”) and energy storage products.

Furthermore, fluctuations or shortages in petroleum and other economic conditions

may cause us to experience significant increases in freight charges.

Any reduced availability of these raw materials or substantial increases

in the prices for such materials may increase the cost of our components and consequently, the cost of our products.

There can be no

assurance that we will be able to recoup increasing costs of our components by increasing prices, which in turn could damage our brand,

business, prospects, financial condition and operating results.

We are currently,

and will likely continue to be, dependent on our three warehouse facilities.

If our facilities become inoperable for any reason, our

ability to produce our products could be negatively impacted.

have two warehouse locations in Redmond, Oregon and a third warehouse in Elkhart, Indiana.

facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages,

utility and transportation infrastructure disruptions, acts of war or terrorism, or by public health crises, such as the ongoing COVID-19

pandemic, which may render it difficult or impossible for us to assemble our products for an extended period of time.

The inability to

produce our products or the backlog that could develop if any of our facilities is inoperable for even a short period of time may result

in increased costs, harm to our reputation, a loss of customers or a material adverse effect on our business, financial condition or

results of operations.

Although we maintain property damage and business interruption insurance, this insurance may not be sufficient

to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.

utility and transportation infrastructure disruptions, acts of war or terrorism, or by public health crises, which may render it difficult

or impossible for us to assemble our products for an extended period of time.

The inability to produce our products or the backlog that

could develop if any of our facilities is inoperable for even a short period of time may result in increased costs, harm to our reputation,

a loss of customers or a material adverse effect on our business, financial condition or results of operations.

Although we maintain

property damage and business interruption insurance, this insurance may not be sufficient to cover all of our potential losses and may

not continue to be available to us on acceptable terms, if at all.

long-term target is to onshore the manufacturing of most of our components and assemblies, including cell manufacturing, to the United

As part of this agenda, we have leased another facility in Redmond, Oregon and are in the process of constructing a new assembly

line at this facility.

Our plans for expansion may experience delays, incur additional costs or cause disruption to our existing production

The costs to successfully achieve our expansion goals may be greater than we expect, and we may fail to achieve our anticipated

cost efficiencies, which could have a material adverse effect on our business, financial condition and results of operations.

while we are generally responsible for delivering products to the customer, we do not maintain our own fleet of delivery vehicles and

outsource this function to third parties.

Any shortages in trucking capacity, any increase in the cost thereof or any other disruption

to the highway systems could limit our ability to deliver our products in a timely manner or at all.

battery cells have been observed to catch fire or release smoke and flame, which may have a negative impact on our reputation and business.

lithium-ion batteries use lithium iron phosphate (LiFePO4) as the cathode material for lithium-ion cells.

On rare occasions, lithium-ion

cells can rapidly release the energy they contain by releasing smoke and flames in a manner that can ignite nearby materials and other

lithium-ion cells.

This faulty result could subject us to lawsuits, product recalls, or redesign efforts, all of which would be time

consuming and expensive.

Further, negative public perceptions regarding the suitability or safety of lithium-ion cells or any future

incident involving lithium-ion cells, such as a vehicle or other fire, even if such incident does not involve our products, could seriously

harm our business and reputation.

As part of this agenda, we leased a second facility in Redmond, Oregon for assembly line development and additional warehouse

Our plans for expansion may experience delays, incur additional costs, or cause disruption to our existing production lines.

costs to successfully achieve our expansion goals may be greater than we expect, and we may fail to achieve our anticipated cost efficiencies,

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

Furthermore, while we are

generally responsible for delivering products to the customer, we do not maintain our own fleet of delivery vehicles and outsource this

function to third parties.

Any shortages in trucking capacity, any increase in the cost thereof or any other disruption to the highway

systems could limit our ability to deliver our products in a timely manner or at all.

Lithium-ion battery

cells have been observed to catch fire or release smoke and flame, which may have a negative impact on our reputation and business.

lithium-ion batteries use LiFePO4 as the cathode material for lithium-ion cells.

On rare occasions, lithium-ion cells can rapidly release

the energy they contain by releasing smoke and flames in a manner that can ignite nearby materials and other lithium-ion cells.

faulty result could subject us to lawsuits, product recalls, or redesign efforts, all of which would be time consuming and expensive.

Further, negative public perceptions regarding the suitability or safety of lithium-ion cells or any future incident involving lithium-ion

cells, such as a vehicle or other fire, even if such incident does not involve our products, could seriously harm our business and reputation.

facilitate an uninterrupted supply of lithium-ion batteries, we store a significant number of lithium-ion batteries at our facilities.

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a product recall, which could have a material adverse effect on our brand, business, financial condition and results of operations.

could face potential product liability claims relating to our products, which could result in significant costs and liabilities, which

would reduce our profitability.

We could face

potential product liability claims relating to our products, which could result in significant costs and liabilities, which would reduce

our profitability.

face an inherent business risk of exposure to product liability claims in the event that the use of any of our products results in personal

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could result in adverse publicity against us, which could adversely affect our sales or increase our costs.

operations expose us to litigation, tax, environmental and other legal compliance risks.

Our operations expose us to litigation,

tax, environmental and other legal compliance risks.

are subject to a variety of litigation, tax, environmental, health and safety and other legal compliance risks.

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Despite meaningful measures that we undertake to facilitate lawful conduct, which include training and internal control policies, these

measures may not always prevent reckless or criminal acts by our employees or agents as we expand our operations from the U.S.

As a result, we could be subject to criminal and civil penalties, disgorgement, further changes or enhancements to our procedures,

policies and controls, personnel changes or other remedial actions.

Violations of these laws, or allegations of such violations, could

disrupt our operations, involve significant management distraction and result in a material adverse effect on our competitive position,

results of operations, cash flows or financial condition.

failure to introduce new products and product enhancements and broad market acceptance of new technologies introduced by our competitors

could adversely affect our business.

measures may not always prevent reckless or criminal acts by our employees or agents as we expand our operations from the United States

domestically to abroad.

As a result, we could be subject to criminal and civil penalties, disgorgement, further changes or enhancements

to our procedures, policies and controls, personnel changes or other remedial actions.

Violations of these laws, or allegations of such

violations, could disrupt our operations, involve significant management distraction and result in a material adverse effect on our competitive

position, results of operations, cash flows or financial condition.

to introduce new products and product enhancements and broad market acceptance of new technologies introduced by our competitors could

adversely affect our business.

new energy storage technologies have been introduced over the past several years.

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primarily lithium-ion products will remain competitive with products based on new technologies.

may not be able to adequately protect our proprietary intellectual property and technology and we may need to defend ourselves against

intellectual property infringement claims.

be able to adequately protect our proprietary intellectual property and technology and we may need to defend ourselves against intellectual

property infringement claims.

rely on a combination of copyright, trademark, patent and trade secret laws, non-disclosure agreements and other confidentiality procedures

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In addition, entities holding intellectual property rights

relating to our technology may bring

suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses.

Any such litigation or claims, whether

or not valid or successful, could result in substantial costs and diversion of resources and our management’s attention.

are determined to have infringed upon a third party’s intellectual property rights, we may have to pay substantial damages, obtain

a license or cease making certain products, which in turn could have a material adverse effect on our business, operating results and

financial condition.

problems with our products could harm our reputation and erode our competitive position.

relating to our technology may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses.

Any such litigation or claims, whether or not valid or successful, could result in substantial costs and diversion of resources and our

management’s attention.

If we are determined to have infringed upon a third-party’s intellectual property rights, we may

have to pay substantial damages, obtain a license or cease making certain products, which in turn could have a material adverse effect

on our business, operating results and financial condition.

Quality problems with our products

could harm our reputation and erode our competitive position.

success of our business will depend upon the quality of our products and our relationships with customers.

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We cannot assure you that our customers will not experience quality problems with our products.

acquisitions that we complete may dilute stockholder ownership interests in the Company, may have adverse effects on our financial condition

and results of operations and may cause unanticipated liabilities.

Any acquisitions

that we complete may dilute stockholder ownership interests in the Company, may have adverse effects on our financial condition and results

of operations and may cause unanticipated liabilities.

part of our growth strategy, we may make future investments in businesses, new technologies, services and other assets that complement

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accounting consequences in connection with any future acquisitions.

our electronic data is compromised, our business could be significantly harmed.

If our electronic

data is compromised, or we experience a failure in our information technology or storage systems, our business could be significantly

and our business partners maintain significant amounts of data electronically in locations around the world.

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partner and employee data.

We maintain systems and processes designed to protect this data, but notwithstanding such protective measures,

there is a risk of intrusion, cyberattacks, tampering, theft, misplaced or lost data, programming and/or human errors that could compromise

the integrity and privacy of this data, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure,

modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn could

adversely affect our reputation, competitiveness, and results of operations.

In addition, we provide confidential and proprietary information

to our third-party business partners in certain cases where doing so is necessary to conduct our business.

While we obtain assurances

from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps

to assure the protections of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise

compromise the protection of such data.

Any compromise of the confidential data of our customers, suppliers, partners, employees or ourselves,

or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means

could substantially disrupt our operations, harm our customers, employees and other business partners, damage our reputation, violate

applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could

We operate a number of critical computer systems throughout our business that can fail for a variety of reasons.

a failure were to occur, we may not be able to sufficiently recover from the failure in time to avoid the loss of data or any adverse

impact on certain of our operations that are dependent on such systems.

This could result in lost sales and the inefficient operation

of our facilities for the duration of such a failure.

ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements and our stockholders

may be diluted by future securities offerings.

Our ability to execute our business strategy depends, in part, on the continued and uninterrupted performance

of our information technology systems, which support our operations.

We maintain systems and processes designed to protect this data,

but notwithstanding such protective measures, there is a risk of intrusion, cyberattacks, tampering, theft, misplaced or lost data, programming

and/or human errors that could compromise the integrity and privacy of this data, improper use of our systems, software solutions or

networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes

and operational disruptions, which in turn could adversely affect our reputation, competitiveness, and results of operations.

security breaches at other companies and in government agencies have increased in recent years, and cyber-attacks are becoming more sophisticated

and frequent, and in some cases have caused significant harm.

Computer hackers and others routinely attempt to breach the security of

technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly

provide access to systems or data.

While we devote significant resources to security measures to protect our systems and data, these

measures cannot provide absolute security.

addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is

necessary to conduct our business.

While we obtain assurances from those parties that they have systems and processes in place to protect

such data, and where applicable, that they will take steps to assure the protections of such data by third parties, nonetheless those

partners may also be subject to data intrusion or otherwise compromise the protection of such data.

Any compromise of the confidential

data of our customers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data

through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, employees

and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs

and liabilities and result in a loss of business that could be material.

We operate a number of critical computer systems throughout

our business that can fail for a variety of reasons.

If such a failure were to occur, we may not be able to sufficiently recover from

the failure in time to avoid the loss of data or any adverse impact on certain of our operations that are dependent on such systems.

This could result in lost sales and the inefficient operation of our facilities for the duration of such a failure.

to raise capital in the future may be limited, which could make us unable to fund our capital requirements and our stockholders may be

diluted by future securities offerings.

business and operations may consume resources faster than we anticipate.

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terms, or at all, we may be unable to fund our capital requirements.

Actual events involving limited liquidity, defaults, non-performance

or other adverse developments that affect

financial institutions, transactional counterparties or other companies in the financial services industry or the financial services

industry generally, or concerns or rumors about any events of these kinds or other similar risks, such as the closure of Silicon Valley

Bank and the placement into receivership of Signature Bank in March 2023, have in the past and may in the future lead to market-wide

liquidity problems.

Although we do not have any cash or cash equivalent balances on deposit at Silicon Valley Bank as of the date of

this Annual Report on Form 10-K, if other banks and financial institutions enter receivership or become insolvent in the future in response

to financial conditions affecting the banking system and financial markets, our ability to raise additional financing or to access our

existing cash, cash equivalents and investments may be threatened.

Further, we may be restricted in our ability to access existing

sources of liquidity.

For example, pursuant to the common stock purchase agreement (the “Common Stock Purchase Agreement”)

with Tumim Stone Capital, LLC (“Tumim”), we may, at our sole discretion, direct Tumim to purchase up to $20.0 million

of our Common Stock from time to time over a 24-month period (the “Equity Line of Credit Financing”).

purchase price per share that we may elect to sell to Tumim under the Common Stock Purchase Agreement will fluctuate based on the market

prices of our Common Stock during a valuation period.

Accordingly, it is not currently possible to predict the number of shares that

will be sold to Tumim, the actual purchase price per share to be paid by Tumim for such Shares, or the actual gross proceeds to be raised

in connection with those sales, which may be substantially less than the $20.0 million available to us under the Common Stock Purchase

addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions,

transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns

or rumors about any events of these kinds or other similar risks, such as the closure of Silicon Valley Bank and the placement into receivership

of Signature Bank in March 2023, have in the past and may in the future lead to market-wide liquidity problems.

Although we did not have

any cash or cash equivalent balances on deposit at Silicon Valley Bank, if other banks and financial institutions enter receivership

or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability

to raise additional financing or to access our existing cash, cash equivalents and investments may be threatened.

we incur new debt, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any

debt could restrict our operations, including our ability to pay dividends on our Common Stock.

If we issue additional equity securities,

existing stockholders may experience dilution, and the new equity securities could have rights senior to those of our common stock.

our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot

predict or estimate the amount, timing or nature of our future offerings.

Thus, our stockholders bear the risk of our future securities

offerings reducing the market price of our common stock and diluting their interest.

depend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession

planning could adversely affect our business.

For example, the senior convertible note

issued to 3i, LP (the “3i Note”) contains restrictions on our ability to pay dividends or make distributions.

additional equity securities, existing stockholders may experience dilution, and the new equity securities could have rights senior to

those of our Common Stock.

Because our decision to issue securities in any future offering will depend on market conditions and other

factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings.

Thus, our stockholders

bear the risk of our future securities offerings reducing the market price of our Common Stock and diluting their interest.

our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession planning

could adversely affect our business.

success depends in part on our ability to attract, retain and motivate senior management and other key employees.

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business, financial condition and results of operations.

In addition, if we are unsuccessful in our succession planning efforts, the

continuity of our business and results of operations could be adversely affected.

in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.

For example, John Yozamp, our co-founder, former Chief Business Development

Officer, and former Chief Executive Officer, pioneered multiple new recreational concepts in the RV industry and leveraged extensive

relationships in the RV OEM business to establish our company.

Yozamp retired as Chief Business Development Officer as of December

While we believe we have successfully transitioned from his departure and have sufficient experience among our management team,

any additional attrition in the future could adversely impact us.

In addition, if we are unsuccessful in our succession planning efforts,

the continuity of our business and results of operations could be adversely affected.

tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.

income and non-income tax regimes we are subject to or operate under are unsettled and may be subject to significant change.

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that is contrary to the Company’s expectations, which could result in tax liabilities in excess of reserves.

failure to keep pace with developments in technology could impair our operations or competitive position.

keep pace with developments in technology could impair our operations or competitive position.

business continues to demand the use of sophisticated systems and technology.

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costs or could impair our operating results.

Related to Ownership of our Common Stock

stock price may fluctuate significantly, and you may lose all or a part of your investment.

Risks Related

to Ownership of Our Common Stock

Our stock price may fluctuate significantly,

and you may lose all or a part of your investment.

trading price of our securities may be volatile and subject to wide price fluctuations in response to various factors, including:

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and governmental investigations;

or distributions of our common stock by significant shareholders, the entity through which

our controlling shareholder holds its investment, or other insiders;

or distributions of our common stock by significant stockholders, the entity through which

our controlling stockholder holds its investment, or other insiders;

disasters and other calamities;

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from our business.

do not anticipate paying dividends on our common stock in the foreseeable future, you may not receive any return on investment unless

you sell your common stock for a price greater than that which you paid for it.

We do not anticipate

paying dividends on our Common Stock in the foreseeable future, you may not receive any return on investment unless you sell your Common

Stock for a price greater than that which you paid for it.

do not anticipate paying any dividends in the foreseeable future on our Common Stock.

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you that we will make such a change.

securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations

regarding our stock, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

If securities

or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding

our stock, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

trading market for our securities may be influenced by the research and reports that securities or industry analysts publish about us

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our results of operations do not meet their expectations, our stock prices could decline and such decline could be material.

may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

diluted by the future issuance of additional Common Stock in connection with our incentive plans, acquisitions or otherwise.

will experience additional dilution upon the exercise of options and warrants to purchase our Common Stock, including those options currently

outstanding and possibly those granted in the future, and the issuance of restricted stock or other equity awards under our stock incentive

As of March 27, 2023, we had 200,000,000 shares of common stock authorized of which 193,151,434 were unissued.

Our Articles of

Incorporation authorizes us to issue shares of common stock and options, rights, warrants and appreciation rights relating to common

stock for the consideration and on the terms and conditions established by our Board of Directors in its sole discretion, whether in

connection with our incentive plans, acquisitions or otherwise.

We have reserved 1,000,000 shares of common stock for issuance upon the

exercise of outstanding stock options under the 2021 Incentive Award Plan, (the “2021 Incentive Award Plan”) and 2,500,000

shares of common stock for issuance pursuant to our 2021 Equity Stock Purchase Plan (the “2021 ESPP”).

In addition, as of

March 27, 2023, there were 770,436 outstanding warrants to purchase 770,436 shares of our common stock.

Any common stock that we issue,

including stock issued under our 2021 Incentive Award Plan or other equity incentive plans that we may adopt in the future, as well as

under outstanding options or warrants would dilute the percentage ownership held by our common stockholders.

To the extent we raise additional

capital by issuing equity securities, our stockholders may also experience substantial additional dilution.

of substantial amounts of our securities in the public markets, or the perception that such sales might occur, could reduce the price

of our securities and may dilute your voting power and your ownership interest in us.

As of March 23, 2024, we had 200,000,000 shares of Common Stock authorized, of which 7,036,937 were issued.

Our Articles of Incorporation

authorizes us to issue shares of Common Stock and options, rights, warrants and appreciation rights relating to Common Stock for the

consideration and on the terms and conditions established by our Board of Directors (“Board”) in its sole discretion, whether

in connection with our incentive plans, acquisitions or otherwise.

We have reserved 1,000,000 shares of Common Stock for issuance upon

the exercise of outstanding stock options under the 2021 Incentive Award Plan and 2,500,000 shares of Common Stock for issuance pursuant

to our 2021 Employee Stock Purchase Plan.

In addition, as of March 23, 2024, there were 765,295 outstanding warrants, 30,000 options

not issued under a specific plan, and 1,179,500 options to purchase 1,974,795 shares of our Common Stock.

In addition, there are 52,540

RSUs outstanding.

Any Common Stock that we issue, including stock issued under our 2021 Incentive Award Plan or other equity incentive

plans that we may adopt in the future, as well as under outstanding options or warrants would dilute the percentage ownership held by

our common stockholders.

To the extent we raise additional capital by issuing equity securities, our stockholders may also experience

substantial additional dilution.

Sales of substantial

amounts of our securities in the public markets, or the perception that such sales might occur, could reduce the price of our securities

and may dilute your voting power and your ownership interest in us.

our existing stockholders sell substantial amounts of our securities in the public market, the market price of our securities could decrease

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In addition, all of the shares of Common Stock issuable upon exercise of outstanding stock options under the 2021 Incentive Award Plan

and all of the shares of common stock issuable pursuant to the 2021 ESPP have been registered for public resale under the Securities

A decline in the price of shares of our securities might impede our ability to raise capital through the issuance of additional

shares of our common stock or other equity securities.

will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial

time to comply with public company regulations.

a public company, and particularly after we cease to be an “emerging growth company,” as defined in the Jumpstart Our Business

Startups Act (“JOBS Act”), we will continue to incur significant legal, accounting and other expenses.

In addition, the Sarbanes-Oxley

Act of 2002 (“Sarbanes-Oxley”), as well as rules promulgated by the Securities and Exchange Commission (“SEC”)

and NASDAQ, require us to adopt corporate governance practices applicable to U.S.

and all of the shares of Common Stock issuable pursuant to the 2021 Employee Stock Purchase Plan have been registered for public resale

under the Securities Act.

A decline in the price of shares of our securities might impede our ability to raise capital through the issuance

of additional shares of our Common Stock or other equity securities.

We will continue

to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time

to comply with public company regulations.

a public company, and particularly after we cease to be an “emerging growth company,” as defined in the JOBS Act, we will

continue to incur significant legal, accounting and other expenses.

In addition, the Sarbanes-Oxley, as well as rules promulgated by

the Securities and Exchange Commission (“SEC”) and The Nasdaq Capital Market (“Nasdaq”), require us to adopt

corporate governance practices applicable to U.S.

public companies.

Compliance with these rules and regulations

will continue to increase our legal and financial compliance costs.

Sarbanes-Oxley,

as well as rules and regulations subsequently implemented by the SEC and NASDAQ, have imposed increased disclosure and enhanced corporate

governance practices for public companies.

Our efforts to continue to comply with evolving laws, regulations and standards are likely

to result in increased expenses and a diversion of management’s time and attention from revenue-generating activities to compliance

We may not be successful in continuing to implement these requirements and implementing them could adversely affect our business,

results of operations and financial condition.

In addition, if we fail to implement the requirements with respect to our internal accounting

and audit functions, our ability to report our financial results on a timely and accurate basis could be impaired.

management team has limited experience managing a public company.

Compliance with these rules and regulations will continue to increase

our legal and financial compliance costs.

Sarbanes-Oxley of 2002 (“Sarbanes-Oxley”), as well as rules and regulations subsequently implemented by the SEC and Nasdaq,

have imposed increased disclosure and enhanced corporate governance practices for public companies.

Our efforts to continue to comply

with evolving laws, regulations and standards are likely to result in increased expenses and a diversion of management’s time and

attention from revenue-generating activities to compliance activities.

We may not be successful in continuing to implement these requirements

and implementing them could adversely affect our business, results of operations and financial condition.

In addition, if we fail to

implement the requirements with respect to our internal accounting and audit functions, our ability to report our financial results on

a timely and accurate basis could be impaired.

Our management team has limited

experience managing a public company.

members of our management team have limited experience managing a publicly traded company, interacting with public company investors,

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our business, operating results and financial condition.

are an “emerging growth company” and elect to comply with certain reduced reporting requirements applicable to emerging growth

companies, which could make our securities less attractive to investors.

We are an “emerging

growth company” and elect to comply with certain reduced reporting requirements applicable to emerging growth companies, which

could make our securities less attractive to investors.

an “emerging growth company,” we take advantage of certain exemptions from various reporting requirements that are applicable

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

and shareholder approval of any golden parachute payments not previously approved.

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

We cannot predict if investors will find our securities

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described in Section 101 of the JOBS Act, the “emerging growth company” classification can be retained for up to five years

following our IPO or until the earlier occurrence of the following:

last day of the fiscal year (a) following the fifth anniversary of the completion of this

offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or

common stock that is held by non-affiliates exceeded $700 million as of the prior June 30th;

date on which we have issued more than $1.0 billion in non-convertible debt securities during

the prior three-year period.

following our initial public offering or until the earlier occurrence of the following:

the last day of the fiscal year (a) following

the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion,

or (c) in which we deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates

exceeded $700.0 million as of the prior June 30;

or the date on which we have issued more than $1.0 billion in non-convertible debt securities

during the prior three-year period.

some investors find our securities less attractive as a result of any choices to reduce future disclosure, there may be a less active

market for our securities and our stock price may be more volatile.

to maintain effective internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley could have a material

adverse effect on our business and stock price.

maintain effective internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley could have a material adverse

effect on our business and stock price.

are required to comply with certain SEC rules that implement Sections 302 and 404 of Sarbanes-Oxley, which require management to certify

financial and other information in our quarterly and annual reports and beginning with the Form 10-K filed for the year ending December

31, 2023, provide an annual management report on the effectiveness of our internal control over financial reporting.

Though we are required

to disclose changes made in our internal control procedures on a quarterly basis, we take advantage of certain exceptions from reporting

requirements that are available to “emerging growth companies” under the JOBS Act.

For example, each independent registered

public accounting firm that performs an audit for us has not been required to attest to and report on our annual assessment of our internal

controls over financial reporting pursuant to Section 404 and will not be required to do so until we are no longer an “emerging

growth company” as defined in the JOBS Act and a non-accelerated filer in accordance with Rule 12b-2 under the Exchange Act.

we expect to be ready to comply with Section 404 of Sarbanes-Oxley by the applicable deadline, we cannot assure you that this will be

Furthermore, we may identify material weaknesses that we may be unable to remediate in time to meet the applicable deadline

imposed upon us for compliance with the requirements of Section 404 of Sarbanes-Oxley.

In addition, if we fail to achieve and maintain

the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to

time, we may be unable to conclude that we have effective internal controls over financial reporting in accordance with Section 404 of

Sarbanes-Oxley.

If we are unable to implement the requirements of Section 404 of Sarbanes-Oxley in a timely manner or with adequate compliance,

our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting

and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC.

As a result, there could be a negative

reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

In addition, we may be

required to incur costs in improving our internal control system and the hiring of additional personnel.

Any such action could have a

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

management continues to have broad discretion as to the use of the net proceeds from our initial public offering.

financial and other information in our quarterly and annual reports and beginning with this Annual Report, provide an annual management

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

Though we are required to disclose changes made in our

internal control procedures on a quarterly basis, we take advantage of certain exceptions from reporting requirements that are available

to “emerging growth companies” under the JOBS Act.

For example, each independent registered public accounting firm that performs

an audit for us has not been required to attest to and report on our annual assessment of our internal controls over financial reporting

pursuant to Section 404 and will not be required to do so until we are no longer an “emerging growth company” as defined

in the JOBS Act and a non-accelerated filer in accordance with Rule 12b-2 under the Exchange Act.

While we expect to be ready to comply

with Section 404 of Sarbanes-Oxley by the applicable deadline, we cannot assure you that this will be the case.

Furthermore, we may identify

material weaknesses that we may be unable to remediate in time to meet the applicable deadline imposed upon us for compliance with the

requirements of Section 404 of Sarbanes-Oxley.

In addition, if we fail to achieve and maintain the adequacy of our internal controls,

as such standards are modified, supplemented or amended from time to time, we may be unable to conclude that we have effective internal

controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley.

If we are unable to implement the requirements of

Section 404 of Sarbanes-Oxley in a timely manner or with adequate compliance, our independent registered public accounting firm may issue

an adverse opinion due to ineffective internal controls over financial reporting and we may be subject to sanctions or investigation

by regulatory authorities, such as the SEC.

As a result, there could be a negative reaction in the financial markets due to a loss of

confidence in the reliability of our financial statements.

In addition, we may be required to incur costs in improving our internal control

system and the hiring of additional personnel.

Any such action could have a material adverse effect on our business, prospects, results

of operations, and financial condition.

Our management

has broad discretion as to the use of the net proceeds from our initial public offering and equity and debt financings.

there have been no changes to our planned use of proceeds from our initial public offering, as disclosed in the final prospectus for

our initial public offering, our management continues to have broad discretion in the application of the net proceeds.

Accordingly, you

will have to rely upon the judgment of our management with respect to the use of these proceeds.

Our management may spend a portion or

all of the net proceeds from our initial public offering in ways that holders of the shares may not desire or that may not yield a significant

return or any return at all.

Our management not applying these funds effectively could harm our business.

Pending their use, we may also

invest the net proceeds from our initial public offering in a manner that does not produce income or that loses value.

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

our common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.

If we violate Nasdaq

listing requirements, our common stock may be delisted.

If we fail to meet any of Nasdaq’s listing standards, our common stock

may be delisted.

In addition, our board of directors may determine that the cost of maintaining our listing on a national securities

exchange outweighs the benefits of such listing.

A delisting of our common stock from Nasdaq may materially impair our stockholders’

ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market

for, our common stock.

The delisting of our common stock could significantly impair our ability to raise capital and the value of your

our shares become subject to the penny stock rules, it would become more difficult to trade our shares.

In addition, management

has broad discretion in the application of the net proceeds from the 3i Note and Equity Line of Credit Financing, and could spend the

proceeds in ways that do not improve our results of operations or enhance the value of our Common Stock.

Accordingly, you will have to

rely upon the judgment of our management with respect to the use of these proceeds.

Our management may spend a portion or all of the

net proceeds from our initial public offering in ways that holders of the shares may not desire or that may not yield a significant return

or any return at all.

The failure by our management to apply these funds effectively could result in financial losses, and these financial

losses could have a material adverse effect on our business, cause the price of our Common Stock to decline and delay the development

of our products.

Pending their use, we may also invest the net proceeds from our offerings in a manner that does not produce income or

that loses value.

If our shares

become subject to the penny stock rules, it would become more difficult to trade our shares.

SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

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stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable

investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

investment for the purchaser and receive:

(i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written agreement to transactions involving penny stocks;

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therefore stockholders may have difficulty selling their shares.

Related to Our Capital Structure

long-term lease and debt obligations could adversely affect our ability to raise additional capital to fund operations and limit our

ability to enter into certain transactions.

of December 31, 2022, we had total liabilities of $5,091,966, of which $3,220,019 was related to operating lease liabilities and $510,475

was related to debt obligations.

Risks Related

to Our Capital Structure

Our long-term

lease and debt obligations could adversely affect our ability to raise additional capital to fund operations and limit our ability to

enter into certain transactions.

of December 31, 2023, we had total liabilities of $6.6 million, of which $2.8 million was related to operating lease liabilities and

$3.2 million was related to debt obligations.

we cannot generate sufficient cash flow from operations to service our lease and debt obligations, we may need to further refinance our

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lease and debt obligations.

principal stockholder continues to have substantial control over us.

of March 27, 2023, John Yozamp, our Founder and Chief Business Development Officer, beneficially owns approximately 24.6% of our outstanding

common stock, and, together with his brothers, Joel R.

Yozamp and James Yozamp, Jr., 5.9% and 8.1%, respectively.

As a consequence, Mr.

Yozamp and his affiliates, including his brothers, are able to substantially influence matters requiring stockholder approval, including

Our principal stockholder continues

to have substantial control over us.

of March 23, 2024, John Yozamp, our Co-Founder and former Chief Executive Officer and Chief Business Development Officer, beneficially

owns approximately 21.5% of our outstanding Common Stock, and, his brother, James Yozamp, Jr., owns approximately 7.1%.

As a consequence,

Yozamp and his affiliates, including his brother, are able to substantially influence matters requiring stockholder approval, including

the election of directors, a merger, consolidation or sale of all or substantially all of our assets, and any other significant transaction.

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our other stockholders and could depress our stock price.

Articles of Incorporation provides that the Nevada Eighth Judicial District Court of Clark County Nevada shall be the exclusive forum

for certain litigation that may be initiated by our stockholders, including claims under the Securities Act, which could limit our stockholders’

of Incorporation provides that the Nevada Eighth Judicial District Court of Clark County, Nevada shall be the exclusive forum for certain

litigation that may be initiated by our stockholders, including claims under the Securities Act, which could limit our stockholders’

ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Articles of Incorporation provides that, subject to limited exceptions, the Nevada Eighth Judicial District Court of Clark County, Nevada

shall be, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought

shall be, to the fullest extent permitted by law, be the sole and exclusive forum for:

(i) any derivative action or proceeding brought

in the name or right of the Corporation or on its behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any

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Stockholders who do bring a claim in

Eighth Judicial District Court of Clark County Nevada could face additional litigation costs in pursuing any such claim, particularly

if they do not reside in or near the State of Nevada.

The Nevada Eighth Judicial District Court of Clark County Nevada may also reach

different judgments or results than would other courts, including courts where a stockholder considering an action may be located or

would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

Alternatively,

if a court were to find the choice of forum provision contained in our Articles of Incorporation to be inapplicable or unenforceable

in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect

our business and financial condition.

the Nevada Eighth Judicial District Court of Clark County, Nevada could face additional litigation costs in pursuing any such claim,

particularly if they do not reside in or near the State of Nevada.

The Nevada Eighth Judicial District Court of Clark County, Nevada

may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may

be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

Alternatively, if a court were to find the choice of forum provision contained in our Articles of Incorporation to be inapplicable or

unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely

affect our business and financial condition.

UNRESOLVED STAFF COMMENTS

cybersecurity

maintain an information security and cybersecurity program, as well as a cybersecurity governance framework, which are designed to protect

our information systems against operational risks related to cybersecurity.

Cybersecurity

Risk Management and Strategy

recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats which include,

among other things, operational risks, intellectual property theft, fraud or extortion, harm to employees or customers, violation of

privacy or security laws and related litigation and legal risk, and reputational risks.

have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability

of our critical systems and information, and detect and contain any cybersecurity incidents that impact us.

We regularly engage with

third-party consultants in connection with our cybersecurity risk management program, which is overseen by our Chief Operating Officer.

The program is integrated into our overall risk management systems and processes, and includes a cybersecurity risk assessment process

that routinely evaluates potential impacts of cybersecurity risks on our business, including our operations, financial stability, and

These assessments inform our cybersecurity risk mitigation strategies.

The results are regularly shared with management and

the Audit Committee of our Board as part of the committee’s involvement in managing and overseeing cybersecurity risks.

cybersecurity risk management program also includes processes to triage, assess the severity of, escalate, contain, investigate, and

remediate an incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

If a cybersecurity incident is determined to be a potentially material cybersecurity incident, our disclosure controls and procedures

define the steps to determine materiality and disclose such a material cybersecurity incident.

we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by

any cybersecurity incidents, cybersecurity threats are pervasive and, similar to other global financial institutions, we, as well as

our employees, customers, regulators, service providers, and other third parties have experienced a significant increase in information

security and cybersecurity risk in recent years and will likely continue to be the target of cyber attacks.

We continue to assess the

risks and changes in the cyber environment, invest in enhancements to our cybersecurity capabilities, and engage in industry and government

forums to promote advancements in our cybersecurity capabilities, as well as the broader financial services cybersecurity ecosystem.

For more information on risks to us from cybersecurity threats, see the section entitled “ Risk Factors — If our electronic

data is compromised, or we experience a failure in our information technology or storage systems, our business could be significantly

” included within this Annual Report.

Cybersecurity

Board is actively involved in overseeing risks from cybersecurity threats.

At least once a year, our Board discusses our programs and

policies related to cybersecurity and risk initiatives and considers them closely both from a risk management perspective and as part

of our business strategy.

Our Audit Committee has the authority to oversee and review the adequacy of our cybersecurity, information

and technology security, and data privacy programs, procedures, and policies.

Audit Committee regularly receives updates from management with respect to our efforts to manage data protection, cybersecurity, and

information and technology risks, and assesses the results of reviews from internal audits.

Materials presented to our Audit Committee

include updates on our data security posture, results from internal audit and third-party assessments, our incident response plan, and

certain cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.

The Audit Committee also regularly engages with Management on technology risk-related topics.

processes also allow for our Board and the Audit Committee to be informed of key cybersecurity risks outside the regular reporting schedule.

While regular meetings of the Audit Committee are scheduled on a quarterly cadence, the Audit Committee is authorized to meet with management

or individual directors at any time it deems appropriate to discuss matters relevant to the committee.

Our policy is for the Board and

the Audit Committee to receive prompt and timely information regarding any cybersecurity risk (including any incident) that meets reporting

thresholds, as well as ongoing updates regarding any such risk.

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