What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-07-25 compared with 2023-09-14 · 170 added, 180 removed, 1230 unchanged (22% of the section changed)

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depend on the strength of our brands.

expect to derive substantially all of our net sales from sales of branded products and services we own, including Slinger and Gameface.

expect to derive substantially all of our net sales from sales of branded products and services we own, including Slinger and

Gameface (under the Slinger App brand).

The reputation and integrity of our brands are essential to the success of our business.

We believe that our consumers value the status

and reputation of brands we promote, and the superior quality, performance, functionality and durability that our brands represent.

maintaining and enhancing the status and reputation of our brands’ image is important to expanding our consumer base.

Our continued

success and growth depend on our ability to protect and promote our brands, which, in turn, depends on factors such as the quality, performance,

functionality and durability of our products and services, our communication activities, including advertising and public relations,

and our management of the consumer experience, including direct interfaces through customer service and warranty repairs.

We may decide

to make substantial investments in these areas in order to maintain and enhance our brand, and such investments may not be successful.

We believe that our consumers

value the status and reputation of brands we promote, and the superior quality, performance, functionality and durability that our

brands represent.

Building, maintaining and enhancing the status and reputation of our brands’ image is important to expanding

our consumer base.

Our continued success and growth depend on our ability to protect and promote our brands, which, in turn, depends

on factors such as the quality, performance, functionality and durability of our products and services, our communication

activities, including advertising and public relations, and our management of the consumer experience, including direct interfaces

through customer service and warranty repairs.

We may decide to make substantial investments in these areas in order to maintain and

enhance our brand, and such investments may not be successful.

Additionally,

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The COVID-19 pandemic,

Ukraine war, inflationary trends, shifts in consumer purchasing patterns, availability of transport, labor shortages in the shipping,

trucking, and warehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors have all contributed

to delivery delays, greater costs and uncertainty in arranging and scheduling transport of our products.

If we are unable to reliably

and consistently arrange shipment and storage of our products, we may be unable to ship, deliver and store our products in which case,

we will have to reverse sales and issue refunds to purchasers of our products.

Ukraine war, the Israel-Hamas war, inflationary trends, shifts in consumer purchasing patterns, availability of transport, labor shortages

in the shipping, trucking, and warehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors

have all contributed to delivery delays, greater costs and uncertainty in arranging and scheduling transport of our products.

unable to reliably and consistently arrange shipment and storage of our products, we may be unable to ship, deliver and store our products

in which case, we will have to reverse sales and issue refunds to purchasers of our products.

Changes in U.S.

and international trade policies, including

to import tariffs and trade policies and agreements, to address supply chain issues or otherwise could also have a significant impact

on our activities both in the United States and internationally.

Supply chain disruptions, both domestic and international, have adversely

impacted our operations.

Continued disruptions in our supply chain and adverse consequences from aggressive trade policies could have

a material adverse impact on our profitability and financial performance.

and international trade

policies, including to import tariffs and trade policies and agreements, to address supply chain issues or otherwise could also have

a significant impact on our activities both in the United States and internationally.

Supply chain disruptions, both domestic and international,

have adversely impacted our operations.

Continued disruptions in our supply chain and adverse consequences from aggressive trade policies

could have a material adverse impact on our profitability and financial performance.

face risks associated with operating in international markets.

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our e-commerce business.

are focused on developing an integrated Play and Learn platform under our Connexa brand.

are focused on developing an integrated Watch, Play and Learn platform under our Connexa brand.

The Platform will bring together our owned offerings

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Asia, Europe, North America, Africa and Australia.

This growth strategy is contingent upon our ability to introduce our products

to new markets.

The implementation of higher tariffs, quotas or other restrictive trade policies in any international regions in which

we seek to operate could adversely affect our ability to commence new international operations, which could have an adverse impact on

our growth strategy.

Further, consumer demand behavior, as well as tastes and purchasing trends, may differ in various countries and,

as a result, sales of our products may not be, or may take time to become, successful, and gross margins on those net sales may not be

in line with what we currently experience.

Our ability to execute our international growth strategy, especially where we are not yet

established, depends on our ability to understand regional market demographics, and we may not be able to do so.

we are unable to develop the integrated Play and Learn platform and expand our business internationally, our growth strategy and our

financial results could be materially adversely affected.

This growth strategy is contingent upon our ability to introduce our products to new

The implementation of higher tariffs, quotas or other restrictive trade policies in any international regions in which we seek

to operate could adversely affect our ability to commence new international operations, which could have an adverse impact on our growth

Further, consumer demand behavior, as well as tastes and purchasing trends, may differ in various countries and, as a result,

sales of our products may not be, or may take time to become, successful, and gross margins on those net sales may not be in line with

what we currently experience.

Our ability to execute our international growth strategy, especially where we are not yet established,

depends on our ability to understand regional market demographics, and we may not be able to do so.

we are unable to develop the integrated Watch, Watch, Play and Learn platform and expand our business internationally, our growth strategy

and our financial results could be materially adversely affected.

we are unable to respond effectively to changes in market trends and consumer preferences, our market share, net sales and profitability

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expect our business to rely on net cash provided by our future operating activities as our primary source of liquidity.

To support our

business and execute our growth strategy as planned, we will need to generate significant amounts of cash from operations in order to

purchase inventory, pay personnel, invest in research and development, and pay for the increased costs associated with operating as a

public company.

Operating cash flows were weak earlier this year and, as a result, we had to significantly curtail operations and dispose

of our PlaySight and Foundation Sports operations.

Business—Recent Developments” for more information.

If our business does not generate cash flow from operating activities sufficient to fund these activities, and if sufficient funds are

not otherwise available to us, we will need to seek additional capital, through debt or equity financings, to fund our growth.

in the credit markets (such as availability of finance and fluctuations in interest rates) may make it difficult for us to obtain such

financing on attractive terms or even at all.

Additional debt financing that we may undertake, may be expensive and might impose on us

covenants that restrict our operations and strategic initiatives, including limitations on our ability to incur liens or additional debt,

pay dividends, repurchase our capital stock, make investments and engage in merger, consolidation and asset sale transactions.

financings may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would

be willing to purchase our equity securities may be lower than the price per share of our common stock.

The holders of new securities

may also have rights, preferences or privileges that are senior to those of existing holders of common stock.

If new sources of financing

are required, but are unattractive, insufficient or unavailable, then we will be required to modify our growth and operating plans based

on available funding, if any, which would inhibit our growth and could harm our business.

our business and execute our growth strategy as planned, we will need to generate significant amounts of cash from operations in

order to purchase inventory, pay personnel, invest in research and development, and pay for the increased costs associated with

operating as a public company.

Operating cash flows have previously been weak and in the year ended April 30, 2023,

we had to significantly curtail operations and dispose of our PlaySight and Foundation Sports operations.

If our business does not generate cash flow from operating

activities sufficient to fund planned activities, and if sufficient funds are not otherwise available to us, we will need to seek

additional capital, through debt or equity financings, to fund our growth.

Conditions in the credit markets (such as availability of

finance and fluctuations in interest rates) may make it difficult for us to obtain such financing on attractive terms or even at

Additional debt financing that we may undertake, may be expensive and might impose on us covenants that restrict our operations

and strategic initiatives, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our

capital stock, make investments and engage in merger, consolidation and asset sale transactions.

Equity financings may be on terms

that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase

our equity securities may be lower than the price per share of our common stock.

The holders of new securities may also have rights,

preferences or privileges that are senior to those of existing holders of common stock.

If new sources of financing are required,

but are unattractive, insufficient or unavailable, then we will be required to modify our growth and operating plans based on

available funding, if any, which would inhibit our growth and could harm our business.

extended supply chain requires long lead times and relies heavily on manufacturers in Asia.

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Additionally,

natural disasters and public health emergencies, such as extreme weather events and the COVID-19 pandemic and the Ukraine War, could

have a significant adverse effect on our business, including interruption of our business operations, supply chain disruption, endangerment

of our personnel, and other delays or losses of materials and results.

natural disasters and public health emergencies, such as extreme weather events and the COVID-19 pandemic, the Ukraine War and the Israel-Hamas

war, could have a significant adverse effect on our business, including interruption of our business operations, supply chain disruption,

endangerment of our personnel, and other delays or losses of materials and results.

Russian-Ukrainian Conflict may adversely affect our business, financial condition and results.

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products face intense competition.

are a sports equipment and technology company delivering products and technologies and the relative popularity of tennis, pickleball

and padel tennis and other various sports activities and changing design trends affect the demand for our products.

are a sports equipment and technology company delivering products and technologies and the relative popularity of tennis, pickleball, padel tennis, baseball and cricket and other various sports activities and changing design trends affect the demand for our products.

The sports equipment

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expense to remedy the problems.

the acquisition of Gameface, we are slowly transforming from a sports products only company to offering an additional sports technology

platform focused on the Play & Learn Platform.

If we are unable to successfully integrate this new technology with our existing products,

we may not realize the benefits of the Gameface acquisition and / or our relationships with Foundation, and our business may be materially

adversely affected.

our Gameface company, we are slowly transforming from a sports equipment-only company to offering an additional sports technology

platform focused on the Watch, Play & Learn Platform.

If we are unable to successfully integrate this new technology with our

existing products, we may not realize the benefits of the Gameface brand acquisition, and

our business may be materially adversely affected.

to our acquisition of Gameface, we focused on the production and sale of the Slinger Bag.

Now our focused has shifted to the Play and

Learn integrated platform which includes the analysis and AI offered by Gameface.

The Play and Learn Platform requires integration of

the capabilities of our existing business with those of Gameface.

we may not realize the benefits of the Gameface acquisition and our

business may be materially adversely affected.

Now our focused has shifted to the Watch,

Watch, Play and Learn integrated platform which includes the analysis and AI offered by Gameface under the Slinger App brand.

Watch, Watch, Play and Learn Platform requires integration of the capabilities of our existing business with those of Gameface AI

Failure to deliver this integration would mean that we may not be able to realize the benefits of the Gameface acquisition

and our business may be materially adversely affected.

to continue to obtain or maintain high-quality endorsers of our products could harm our business.

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business is sensitive to consumer spending and general economic conditions.

business may be adversely affected by the COVID-19 pandemic and the Ukraine war, as well as macro-economic conditions such as inflation,

employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates,

inflation, the availability of consumer credit and taxation policies influence on public spending confidence.

Recent dramatic downturns

in the strength of global stock markets, currencies and key economies have highlighted many if not all, of these risks.

business may be adversely affected by the COVID-19 pandemic, the Ukraine war and the Israel-Hamas war, as well as macro-economic conditions

such as inflation, employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net

worth, interest rates, inflation, the availability of consumer credit and taxation policies influence on public spending confidence.

Recent dramatic downturns in the strength of global stock markets, currencies and key economies have highlighted many if not all, of

purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods

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(i) the Company has a working capital deficit as of April 30, 2024, used cash in operations for the fiscal year ended April 30, 2024

of $6,365,389 and the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated

level of operations for the next 12 months;

(ii) the Company will require additional financing for the fiscal year ending April 30, 2023

to continue at its expected level of operations;

of $3,001,433 and the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated level

of operations for the next 12 months;

(ii) the Company will require additional financing for the fiscal year ending April 30, 2024 to

continue at its expected level of operations;

and (iii) if the Company fails to obtain the needed capital, it will be forced to delay,

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authorizations of management and/or directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the

financial statements.

internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation

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Gameface products and services may fail to keep pace with rapidly changing technology and evolving industry standards.

market in which Gameface operates is characterized by rapid, and sometimes disruptive, technological developments, evolving industry

standards, frequent new product introductions and enhancements and changes in user requirements.

In addition, both traditional and new

competitors are investing heavily in our market areas and competing for users.

As next-generation video analytics technology continues

to evolve, we must keep pace in order to maintain or expand our market position.

If we are not able to successfully add staff resources

with sufficient technical skills to develop and bring new products to market in a timely manner, achieve market acceptance of our products

and services or identify new market opportunities for our products and services, our business and results of operations may be materially

and adversely affected.

market in which our Gameface technology operates is characterized by rapid, and sometimes disruptive, technological developments,

evolving industry standards, frequent new product introductions and enhancements and changes in user requirements.

In addition, both

traditional and new competitors are investing heavily in our market areas and competing for users.

As next-generation video

analytics technology continues to evolve, we must keep pace in order to maintain or expand our market position.

If we are not able

to successfully add staff resources with sufficient technical skills to develop and bring new products to market in a timely manner,

achieve market acceptance of our products and services or identify new market opportunities for our products and services, our

business and results of operations may be materially and adversely affected.

business-to-business e-commerce industry is highly competitive, and we may not be able to compete effectively.

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598,442 shares common stock outstanding were “restricted securities” within the meaning of Rule 144.

In addition, on September

8, 2021, we filed a registration statement with the SEC to register an additional 1,640,000 shares of common stock, which was declared

effective on January 27, 2022.

On September 28, 2022, we issued (i) 1,018,510 shares of common stock and (ii) pre-funded warrants (the

“Pre-Funded Warrants”) to purchase an aggregate of 11,802,002 shares of its common stock, together with accompanying common

stock warrants, at a combined purchase price of $0.39 per share of the common stock and associated common stock warrant and $0.3899 per

Pre-Funded Warrant and associated common stock warrants.

The Pre-Funded Warrants have an exercise price of $0.00001 per share of common

stock and are exercisable until the Pre-Funded Warrants are exercised in full.

The shares of common stock and Pre-Funded Warrants were

sold in the offering together with common stock warrants to purchase 12,820,512 shares of common stock at an exercise price of $0.39

per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and warrants to purchase 25,641,024

shares of common stock at an exercise price of $0.43 per share and a term of seven and one half years (the “7.5-Year Warrants”)

following the initial exercise date (collectively, the “September Warrants”.

On January 6, 2023, the Company issued warrants

to purchase 18,099,548 shares of the Company’s common stock (the “January Warrants”).

The January Warrants have an

exercise price per share equal $0.221.

The issuance of the January Warrants at an exercise price of $0.221 reset the exercise price of

the Noteholder Warrants (as defined below) to $0.221 per share from the original exercise price of $30.00.

We may have to further reset the exercise price of the September Warrants, the January Warrants and the Noteholder

Warrants to a lower price in the event that we are declared to be in default of the terms of such warrants or related agreements by the

holders thereof and we are required to do in negotiations with the holders of such warrants.

Sales of the shares underlying

the Pre-Funded Warrants, the September Warrants, the January Warrants and the Noteholder Warrants in the public market after the date

hereof, or the perception that these sales could occur, could reduce the market price of our common stock.

Additional sales of our common

shares in the public market after the date hereof, or the perception that these sales could occur, could reduce the market price of our

common stock.

On January 19, 2024,

the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three investors (the

“Investors”) for the issuance and sale to each investor of (i) 116,510 shares of common stock (the “Shares”)

and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,258,490 shares of its common stock

at a combined purchase price of 4.00 per share of the common stock for an aggregate amount of approximately $16.5 million (the “Offering”).

The Pre-Funded Warrants have an exercise price of $0.0002 per share of common stock and are exercisable beginning on the date stockholder

approval is received and effective allowing exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are

exercised in full.

The aggregate number of Shares to be issued is 349,530 and the aggregate number of Pre-Funded Warrants is 3,775,470.

Additional sales of our common shares in the public market after the date hereof, or the perception that these sales could occur, could

reduce the market price of our common stock.

will be required to file an additional registration statement once we regain compliance with the Nasdaq listing requirements.

September 8, 2021, we filed a registration statement with the SEC to register 1,640,000 shares of common stock for resale by certain

selling stockholders, which was declared effective on January 27, 2022.

Following our public offering resulting in our common stock being

listed on Nasdaq and once we regain compliance with the Nasdaq listing standards, additional conversion shares need to be registered.

We also have agreed to register additional shares in connection with our recent financing.

Business—Recent Developments”

for more information.

The new registration statement will cover both the shares originally registered for resale, the new conversion

shares and the recent financing shares.

September 8, 2021, we filed a registration statement with the SEC to register 182,000 shares of common stock for resale by certain selling

stockholders, which was declared effective on January 27, 2022.

Following our public offering resulting in our common stock being listed

on Nasdaq, additional conversion shares need to be registered.

We also have agreed to register additional shares in connection with our

recent financing.

Business—Recent Developments” for more information.

of the Company’s large shareholders may be able to exert significant influence on the Company and their interests may conflict

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This could make it more difficult to raise funds through future offerings of common stock.

we implement a reverse stock split to regain compliance with the Bid-Price Rule, it may not result in a proportional increase in the

per share price of our common stock.

described above under “Item 1.

Business—Recent Developments,” Nasdaq informed us on October 10, 2022, that we were

not in compliance with the Bid Price Rule and that we had until April 10, 2023 to regain such compliance.

Company failed to regain compliance with the Bid Price Rule by April 10, 2023 and requested and received an additional period of 180

days until October 9, 2023 to regain compliance with the Minimum Bid Price Requirement.

To do so, our Board of Directors is contemplating

a 1-for-10 to 1-40 reverse stock split.

The effect of a future reverse stock split, if any, on the market price for our common stock

cannot be accurately predicted.

In particular, we cannot assure you that the prices for shares of the common stock after a future reverse

stock split will increase proportionately to prices for shares of our common stock immediately before a reverse stock split.

price of our common stock may also be affected by other factors which may be unrelated to a future reverse stock split or the number

of shares outstanding.

we fall out of compliance with the Bid-Price Rule and implement a reverse stock split to regain compliance with such rule,

it may not result in a proportional increase in the per share price of our common stock.

June 2022, we have had to effect three reverse splits in order to become compliant or regain compliance with the Bid Price Rule.

we again fall out of compliance with the Bid Price Rule, we may have no choice but to effect a fourth reverse split.

The effect of a

future reverse stock split, if any, on the market price for our common stock cannot be accurately predicted.

In particular, we

cannot assure you that the prices for shares of the common stock after a future reverse stock split will increase proportionately to

prices for shares of our common stock immediately before a reverse stock split.

The market price of our common stock may also be

affected by other factors which may be unrelated to a future reverse stock split or the number of shares outstanding.

even if the market price of our common stock does rise following a reverse stock split, we cannot assure you that the market price of

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requirements of the Nasdaq.

have listed the shares of our common stock on the Nasdaq, under the symbol “CNXA.” As such we are subject to, among other

have listed the shares of our common stock on the Nasdaq, under the symbol “YYAI.” As such we are subject to, among other

things, our fulfilling all of the listing requirements of the Nasdaq.

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and maintain our listing on the Nasdaq.

October 10, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company’s

common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the

Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule

5450(a)(1) (the “Bid Price Rule”).

The Nasdaq notice indicated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),

the Company would be provided 180 calendar days, or until April 10, 2023, to regain compliance.

If the Company were to fail to regain

compliance with the Bid Price Rule before April 10, 2023, t he Company may be eligible for an additional

180-calendar day compliance period.

The Company failed to regain compliance with the Bid Price Rule by April 10, 2023 and requested and

received an additional period of 180 days until October 9, 2023 to regain compliance with the Minimum Bid Price Requirement.

Company is in the process of obtaining shareholder consent to effect a reverse split of its shares of common stock.

If granted, the Company

will initiate a reverse split as soon as reasonably practical thereafter in an attempt to regain compliance with the Minimum Bid Price

July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s

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equity be at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”).

The Company timely submitted a compliance

plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate compliance with

the Minimum Stockholders’ Equity Requirement.

can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with

the Rule, the Minimum Stockholders’ Equity Requirement, and the Minimum Bid Price Requirement, and maintain compliance with other

Nasdaq listing requirements.

If the Company’s common stock ceases to be listed for trading on the Nasdaq Capital Market, the Company

would expect that its common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group.

In addition, the Company did not

meet the alternatives of listed securities or net income from continuing operations as of the date of the letter.

The Company timely

submitted a compliance plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate

compliance with the Minimum Stockholders’ Equity Requirement.

On January 22, 2024, the Company consummated and received a cash

investment of $16,500,000 (as described in more detail below), which increased the Company’s stockholder equity to $4,045,326,

which has brought the Company back into compliance with the Minimum Stockholders’ Equity Requirement.

On January 30, 2024, the

Company received a letter from Nasdaq confirming that following the receipt of a an investment of $16.5 million as disclosed in the Company’s

current report filed on Form 8-K on January 24, 2024 (i) the Company has regained compliance with the minimum shareholder equity requirement

in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated April 12,

2023, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of

one year from the date of such letter.

If, within that one-year monitoring period, the Company is no longer in compliance with the Equity

Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Nasdaq with a plan of compliance with respect

to such deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to such

deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Ruel 5810(c)(3).

Instead, Nasdaq will

issue a delist determination letter and the Company will have the opportunity to request a new hearing.

The Company will have the opportunity

to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time

be delisted from Nasdaq.

December 12, 2023, the Company received a letter (the “Notice”) from the Staff informing the Company that because the closing

bid price for the Common Stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company was not in compliance with

the minimum bid price requirement for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum

Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given a period of 180 calendar days

from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement.

June 11, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”)

indicating that (i) the Company did not regained compliance with the Rule within the prescribed time period and is not eligible for a

second 180-day remediation period.

Specifically, the Company did not comply with the $5,000,000 minimum stockholders’ equity initial

listing requirement for The Nasdaq Capital Market under the Equity Standard and (ii) unless the Company requests an appeal by June 18,

2024, of this determination, Nasdaq has determined that the Company’s securities will be scheduled for delisting from Nasdaq and

will be suspended at the opening of business on June 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission

(the “ SEC ”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market

(the “ Delisting Determination ”).

Company appealed of the Delisting Determination on June 18, 2024 by requesting a hearing before the Panel to stay the suspension of

the Company’s securities and the filing of the Form 25-NSE with the SEC.

On June 27, 2024, the Company effected a 1-20 reverse

stock split, which brought its share price to $8.52, which, in turn, caused the Company to regain compliance with the Minimum

Bid Price Requirement and on July 18, 2024, the Company received notice from the Nasdaq that the Delisting Determination

had been withdrawn.

can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements.

If the Company’s

common stock ceases to be listed for trading on the Nasdaq Capital Market, the Company would expect that its common stock would be traded

on one of the three tiered marketplaces of the OTC Markets Group.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price

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is doing well.

UNRESOLVED STAFF COMMENTS

applicable to smaller reporting companies.

of the date of this report, we do not own any properties.

Our principal office is located at 2709 N.

Rolling Road, Suite 138, Windsor

Mill, Maryland 21244.

We entered into a lease for use of office space at this location effective September 1, 2019.

This location is

owned by Zeek Logistics.

We do not pay any rent or fee to use this location.

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