ITEM 1A. RISK FACTORS.
Our company and business involves a number of challenges and risks. In addition to the other information in this report, you should consider carefully the following risk factors in evaluating us and our business. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, financial condition, operating results, or prospects. In assessing these risks, you should also refer to the other information contained in this report, including our financial statements and related notes.
Risks Relating to our Limited Operating History, Financial Position and Need for Additional Capital
We have a limited operating history, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment.
We were formed in 2019 to produce low carb, low calorie premium wines in the United States. In March 2025, we acquired Amaze Software, an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services. The history of operating and managing the businesses together is relatively short. The market for our platform is relatively new and evolving, which makes our business and future prospects difficult to evaluate. It is difficult to predict demand for our platform, buyer and seller retention and expansion rates, the size and growth rate of the market, the entry of competitive products, or the success of existing competitive products. We will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks, uncertainties, or future revenue growth are incorrect, or if we do not address these risks successfully, our business, results of operations, prospects and financial condition would be materially harmed.
We have incurred significant losses, and anticipate that we will incur continued losses for the foreseeable future.
We have incurred significant net losses to date, and we expect that we will continue to incur net losses for the foreseeable future. We have incurred net losses in each period since our inception, including approximately $55.2 million and $2.5 million for the years ended December 31, 2025 and 2024, respectively.
We expect our expenses to increase in connection with our ongoing activities, particularly as we aim to invest in the development of our marketplaces, increase our marketing efforts and expand our operations. In addition to the expected costs to grow our business, we also expect to expand our operational, compliance, payments and financial infrastructure as well as incur significant additional legal, accounting and other expenses as a newly public company.
If we fail to increase our revenue to offset the increases in our operating expenses, we may not achieve or sustain profitability in the future. We will need to generate substantial additional revenue to achieve and then sustain profitability, and even if we achieve profitability, we cannot be sure that we will remain profitable for any period of time. We will require substantial additional capital to finance our operations and growth. If we are unable to raise capital when needed or on acceptable terms, then we may be forced to delay, reduce or eliminate our development and expansion efforts, which could have a material adverse effect on our business, growth prospects and financial condition.
As a result of our history of losses and negative cash flows from operations, there is substantial doubt about our ability to continue as a going concern.
Our history of operating losses and negative cash flows from operations raises substantial doubt about our ability to continue as a going concern. Our future viability as an ongoing business is dependent on our ability to generate cash from our operating activities or to raise additional capital to finance our operations.
If we are unable to raise additional capital as and when needed, our business, financial condition and results of operations will be materially and adversely affected, and we may be forced to delay our development and expansion efforts, limit our activities and reduce operating costs. If we are unable to continue as a going concern, we may have to liquidate our assets, and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements. The inclusion of a going concern explanatory paragraph by our independent registered public accounting firm, our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price, and our ability to raise new capital, enter into contractual relationships with third parties and otherwise execute our business strategy.
We may not be able to obtain additional capital to fund the operations and growth of our business.
We expect to require additional capital to fund our business operations and growth, and to respond to business opportunities, challenges, or unforeseen circumstances The failure to secure additional capital could have a material adverse effect on the continued development, expansion or growth of our business.
Accordingly, we will need to seek additional capital through a combination of private and public equity offerings, debt financings, and strategic partnerships and alliances. We may incur debt or issue equity securities ranking senior to our common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of our common stock and be dilutive to existing stockholders. The inability to obtain financing in a timely basis or on favorable terms may make it more difficult for us to operate our business or implement our growth plans, and to respond to business , , or circumstances.
Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness .
We have incurred significant indebtedness, and may incur additional debt for operations and other reasons related to our overall growth strategy. As of December 31, 2025, we had notes payable and other indebtedness of approximately $7.1 million. As a result of our substantial indebtedness, a significant amount of our cash flows will be required to pay interest and principal on our outstanding indebtedness, and we may not generate sufficient cash flows from operations. The agreements governing a portion our notes payable contain restrictive covenants, including but not limited to, our ability to incur additional indebtedness, make certain payments and dispose of assets. Any additional debt, to the extent we are able to incur it, may further restrict the manner in which we conduct business and could impact our ability to implement elements of our strategy.
Our substantial indebtedness could have important consequences to you, including:
making it more difficult for us to satisfy our obligations under the notes payable and our other debt agreements, and if we fail to comply with these obligations, an event of default could result;
limiting our ability to obtain additional financing to fund future working capital, investments or acquisitions or other general corporate requirements;
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes;
increasing our vulnerability to general adverse economic and market conditions, including inflation and rising interest rates;
limiting our flexibility in planning for and reacting to changes in the markets in which we compete and to changing business and economic conditions;
impairing our ability to obtain additional financing in the future; and
placing us at a disadvantage compared to other, less leveraged competitors and affecting our ability to compete.
Risks related to our company and our business.
Our business depends on our relationships with suppliers, the availability of products and the terms of the agreements governing those relationships, and if we lose those relationships, our offerings to our clients would be limited and less desirable.
All of the supplies for our clients are provided by suppliers located in India, Australia, Mexico, the United States and across Europe. Our business model affords our clients the ability to operate without having to carry inventory and pay the costs associated therewith. A reduction in the amount of supplies or a change in terms with our suppliers could have an adverse effect on the businesses of our clients and thus, lead to material adverse effects on our business and results of operations.
From time to time, suppliers may terminate or limit our ability to provide their products to our clients or change the terms and conditions that apply to the purchase of their products. There is no assurance that suppliers will not sell directly to other distributors and curtail sales to e-commerce retailers. Any such termination or limitation or the implementation of such changes could have a negative impact on our business and results of operations.
If significant tariffs or other restrictions are placed on products or materials we import, or any related counter-measures are taken by foreign countries, our revenue and results of operations may be adversely affected.
Tariffs and other trade restrictions-such as those imposed or threatened by the U.S. on goods from China and other countries-have increased uncertainty in global trade and may materially impact our operations. Several countries have responded with retaliatory tariffs and other counter-measures, which could escalate further. These actions may affect products sold on our client’s e-commerce platforms and may result in higher input costs, supply chain disruptions and reduced competitiveness. The extent of the impact on our financial condition and results of operations will depend on the scope and duration of these tariffs and related trade policies, as well as our ability to mitigate associated cost pressures.
Unfavorable economic conditions could have an adverse impact on consumer discretionary spending and therefore adversely impact our business, financial condition and results of operation.
The products sold by our clients are largely discretionary purchases for consumers. Consumers are generally more willing to make discretionary purchases during favorable economic conditions and when consumers are feeling confident and prosperous. Discretionary spending is also affected by many other factors, including general business conditions, inflation, interest rates, taxes and consumer confidence in future economic conditions. Purchases of our clients’ products could decline during periods when disposable income is lower or during periods of actual or perceived unfavorable economic conditions. A significant or prolonged decline in general economic conditions or uncertainties regarding future economic prospects that adversely affect consumer discretionary spending, whether in the United States or in international markets, could result in reduced sales of our products which in turn would have an adverse effect on our business, sales, financial condition and results of operations.
A significant disruption in the operations of our suppliers’ facilities could have a material adverse effect on our business, financial condition and results of operations.
Our business depends on third-party suppliers to provide goods to our clients, who in turn sell such goods to their consumers. A significant disruption at any of our suppliers’ facilities could delay or prevent the supply of such goods and adversely affect our ability to serve our clients. Our suppliers’ operations may be subject to a number of risks related to computer viruses, the proper operation of software and hardware, electronic or power interruptions, cybersecurity risks, data breaches, and other system failures, including failures caused by factors outside of our control, such as political unrest, terrorist attacks, military conflicts (including the conflict in Ukraine, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences), natural disasters or extreme weather (including events that may be caused or by climate change). Any such could have a material effect on our business, financial condition and results of operations.
We face intense competition and may not be able to compete effectively.
Operating e-commerce is highly competitive and we expect competition to increase in the future. We face competition from a wide range of online and offline competitors throughout the marketplace, which connects our clients to their audience to facilitate transactions.
We also compete with companies that sell software and services to small businesses, which could enable clients to sell from their own website or otherwise run their business independently of our platform, or enabling them to sell through multiple channels. We compete to attract, engage, and retain clients based on many factors, including:
the value, awareness, trustworthiness, reputation, and perception of our brands;
our investments in product and marketing for the benefit of our clients;
the effectiveness of our support team and trust and safety practices and policies;
our policies and fees; and
our mission.
Many of our competitors and potential competitors have longer operating histories, greater resources, better name recognition, or more customers than we do. They may invest more to develop and promote their services than we do, and they may offer more services to our clients than we do. Our competitors also may be able to more quickly or effectively develop, adopt, and integrate new technologies, including AI–enabled tools and agentic commerce experiences, into their platforms, which could make their offerings more attractive to buyers or sellers and reduce our ability to compete effectively. If we are unable to compete successfully, or if competing successfully requires us to expend significant resources in response to our competitors’ actions, our business, financial condition and results of operations could be adversely affected.
Our business depends on maintaining and strengthening our brands and our clients’ brands and generating demand for their content and products and a significant reduction in such demand could harm our business, financial condition and results of operations.
Our success depends on the value, reputation and public perception of our clients’ brands, as well as our own brand and platform reputation. Our clients’ brands are highly dependent on the quality and design of products and the relevance, authenticity and engagement of the content they provide for their audiences. We rely on social media platforms, marketing and promotional activities, including advertising and public relations, and our ability to deliver a consistent, high-quality experience for both our clients and their audiences. Any failure to maintain or enhance our reputation or the reputation of our clients’ brands could adversely affect our ability to attract and retain clients and their audiences.
Our brands and the brands of our clients may be adversely affected by a number of factors, including ineffective marketing, negative publicity, reputational harm to our clients or their content and failure to protect the intellectual property rights in our brands. In addition, because our business is closely tied to the personal brands of content creators, any damage to a creator’s reputation or loss of audience engagement could rapidly and significantly impact demand for products and content associated with such creator. If we are unable to maintain or enhance the reputation of our brands or our clients’ brands, or if we fail to successfully market and position our offerings, we may lose existing clients, fail to attract new clients or audiences, or experience reduced engagement and sales. Any of the foregoing factors could have a material effect on our business, financial condition and results of operations.
Our success and growth depend, in part, on attracting new clients and we may not be successful in doing so.
We have made, and expect to continue to make, significant investments to attract new clients, including through the use of digital marketing and social media platforms. Our future growth depends, in part, on our ability to expand our client base and the range of content and products offered by our clients. As we seek to expand, we may face challenges including increased competition for clients, difficulties identifying clients that are suitable for our brand, and effectively supporting clients across a broader range of content categories and products. We may also encounter challenges in attracting clients due to lack of consumer familiarity with or acceptance of our brand among content creators and their audiences. If we are not successful in attracting new clients or expanding our client base in a cost-effective manner, our business, financial condition and results of operations may be harmed.
Our brand reputation may be adversely affected by the actions of our clients.
A substantial portion of our revenue is generated from our partnerships with our content creator clients. As a result, negative publicity, controversy or misconduct involving a client, including content that may be considered offensive, misleading or otherwise inconsistent with consumer expectation or applicable laws, could adversely affect our reputation and brand. Any such events could reduce consumer trust and engagement, harm our relationships with existing and prospective clients, and negatively impact demand for the products and services associated with our platform, and have a material adverse effect on our business, financial condition and results of operations.
Our business depends on third-party platforms and we have limited control over factors that affect the success of our brands and our clients’ brands on such platforms.
Our success depends on the popularity and policies of third-party platforms such as YouTube, TikTok Shops, Twitch, Discord, OnlyFans and Linktree. Our ability to maintain or grow the audience of our brands and our clients’ brands is significantly influenced by factors outside of our control. Some of these platforms have diminished, and may continue to diminish, in popularity. A diminishment in popularity and accessibility of these platforms, whether because of market trends, regulatory restrictions or other factors could adversely affect our business, financial condition and results of operations.
Additionally, platforms frequently revise their algorithms which may reduce visibility of our or our clients’ content and result in less favorable placements and reduced engagement. We and our clients are also subject to the standard terms, conditions, and practices of these platform providers, which govern the promotion, distribution, operation, and use of content on their platforms. Platform providers have broad discretion to change their standard terms and conditions and have the right to prohibit us or our clients from distributing content on their platforms for alleged or actual violations. A change in the terms and conditions, interpretations or other policies and practices in a way that is detrimental to us or our clients may, among other things, reduce engagement and the ability to distribute content, and have an adverse effect on our business and operating results.
We use AI-enabled systems, which could expose us to liability or adversely affect our business.
We use AI in connection with our business. The use of AI, a relatively new and emerging technology in the early stages of commercial use, exposes us to additional risks, such as damage to our reputation, competitive position, and business, legal, and regulatory risks and additional costs. For example, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create inaccurate, incomplete, or misleading content, unintended biases and other discriminatory or unexpected results, errors, or inadequacies, any of which may not be easily detectable by us or our related service providers. Accordingly, while AI-enabled applications may help provide more tailored or personalized user experiences, if the content, analyses, or recommendations that AI- applications assist in producing in our products and solutions are, or are perceived to be, , , biased, , or otherwise , our reputation, competitive position, and business may be materially and affected.
Additionally, if any of our employees, contractors, consultants, vendors, or service providers use any third-party AI-enabled systems and software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect, and enforce our intellectual property or confidential information, harming our competitive position and business. Any outputs that we create using AI-enabled tools may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI-enabled systems used in our business, or if we experience cybersecurity incidents in connection with our use or any third party’s use of AI-enabled applications, it could affect our reputation and us to legal liability or regulatory risk, including with respect to third-party intellectual property, data privacy, cybersecurity, publicity, contractual or other rights. Further, our competitors or other third parties may incorporate AI into their products more quickly or more than us, which could our ability to compete effectively.
Any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or disruptions to our continuous operations, including the systems, facilities or operations of third parties with which we do business, could result from cybersecurity attacks and could result in significant costs, reputational damage and limits on our ability to conduct our business activities.
As is the case with nearly every business, we rely on computers and computer networks, both public and private, to perform most of the actions required for us to do business, including internal and external communications, development of our software and IP, storage of our business and financial records, and deployment of our quantum computing application development solutions. Such computer systems are inherently susceptible to unintentional failures as well as various forms of cyber-attack, including denial of service attacks, ransomware attacks, email hacking and phishing, computer malware and viruses, and social engineering attacks. Like other companies, we may also be the subject of unauthorized access resulting from employee misconduct.
Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information, or our technology systems, or those of the third parties upon whom we rely. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our platform or other software. If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences such as government enforcement actions (for example, , , , audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information; (including class ); indemnification obligations; publicity; reputational ; monetary fund diversions; in our operations (including availability of data); financial ; and other similar . Even though we do not control the security measures of third parties, we may be perceived or asserted to be responsible for any of such measures or reputational even where we do not have recourse to the third party that caused the . In addition, any by our vendors to comply with applicable law or regulations could result in proceedings us by governmental entities or others, with further financial, operational, and reputational .
The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, and other harm to our business and our competitive position. Laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements from regulators and customers regarding our products and services and also incur additional costs for oversight and monitoring of security risks relating to our own services. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security involving customer or partner data on our systems. Such mandatory disclosures are , could lead to publicity, may cause our customers to confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate caused by the actual or perceived security and may cause us to customer contracts.
Any actual or potential security breach of our software, our operational systems, our physical facilities, or the systems or facilities of our vendors, or the perception that one has occurred, could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our software capabilities in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers was disrupted, we could incur significant liability, or our software, systems, or networks may be perceived as less , which could affect our business and our reputation.
We may not have adequate insurance coverage for security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or breaches. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for and will continue to be available on acceptable terms or that our insurers will not coverage as to all or part of any future claim or . Our risks are likely to increase as we grow our customer base, and store, transmit, and otherwise process increasingly large amounts of proprietary and sensitive data. There can be no assurance that we can prevent such occurrences, which could our reputation and/or result in the theft of our important IP, either of which could our business prospects and future .
If we are unable to secure and protect our intellectual property in domestic and foreign markets, the value of our brands and intellectual property could decline, which could have a material adverse effect on our business, results of operations and financial condition.
Our future success depends on our ability to protect our current and future brands to enforce and defend our trademarks and other intellectual property rights. We rely on a combination of trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to secure and protect our intellectual property rights.
We cannot be sure that any trademark office or copyright office will issue trademark registrations under any of our trademark applications, or copyright registrations under any of our copyright applications. Third parties may oppose the registration of our trademark applications, contest our trademark rights or copyrights, and petition to cancel our registered trademarks. We cannot assure you that we will be successful in defending our trademarks or copyrights in actions brought by third parties. There is also a risk that we could fail to timely maintain or renew our trademark registrations or otherwise protect our trademark rights or copyrights, which could result in the loss of those trademark rights (including in connection with failure to maintain consistent use of these trademarks). If we fail to maintain our trademarks or a third party successfully challenges our trademarks or copyrights, we could be to rebrand our products and service offerings, which could result in a of brand recognition and could require us to devote additional resources to the development and marketing of new brands.
Notwithstanding any trademark registrations or copyright registrations held by us, a third party could bring a lawsuit or other claim alleging that we have infringed that third party’s trademark rights or copyrights. Any such claims, with or without merit, could require significant resources to defend, could damage the reputation of our brands, could result in the payment of compensation (whether as a damages award or settlement) to such third parties, and could require us to stop using our brands or otherwise agree to an undertaking to limit that use. In addition, our actions to monitor and enforce trademark rights or copyrights against third parties may not prevent counterfeit products or products bearing confusingly similar trademarks from entering the marketplace, which could divert sales from us, tarnish our reputation or reduce the demand for our products and services or the prices at which we offer such products and services. Any enforcement litigation brought by us, whether or not , could require significant costs and resources, and the attention of management, which could affect our business, results of operations and financial results. Third parties may also acquire and register domain names that are similar to or otherwise to the reputation of our trademarks, and we may not be to prevent or any such domain name registrations.
In addition to registered intellectual property rights such as trademark registrations and copyright registrations, we rely on non-registered proprietary information, such as trade secrets, confidential information, and know-how. In order to protect our proprietary information, we rely in part on agreements with our employees, independent contractors and other third parties that place restrictions on the use and disclosure of this intellectual property. These agreements may be breached, or this intellectual property, including trade secrets, may otherwise be disclosed or become known to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. To the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. The loss of trade secret protection could make it easier for third parties to compete with our products. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. and time-consuming could be necessary to enforce and determine the scope of our proprietary rights, and to obtain or maintain protection of our trade secrets or other proprietary information could our business, financial condition, results of operations and competitive position.
Any disruption of our or our third-party service providers’ internet connections could affect the success of our SaaS solutions and harm our business.
Any system failure, including network, software or hardware failure, that causes an interruption in our or our third-party service providers’ network or a decrease in the responsiveness of our website or our SaaS solutions could result in reduced user traffic, reduced revenue and potential breaches of our SaaS arrangements. Continued growth in Internet usage could cause a decrease in the quality of Internet connection services. Websites have experienced service interruptions as a result of outages and other delays occurring throughout the worldwide Internet network infrastructure. In addition, there have been several incidents in which individuals have intentionally caused service disruptions of major e-commerce websites. If these outages, delays or service disruptions occur frequently in the future, usage of our web-based services could grow more slowly than anticipated or and we may customers and revenue. In addition, our users depend on Internet service providers, online service providers and other website operators for access to our website. These providers could experience , and other due to system unrelated to our systems. Any of these events could impact our business, results of operations and financial condition.
We, and our clients, rely on third-party payment processors and are exposed to risks relating to payment processing fees, system disruptions, fraud and changes in payment regulations.
Our clients’ customers pay for products and services using a variety of payment methods, including credit and debit cards, gift cards, direct debit and online wallets. We rely on our internal systems as well as those of third parties to process payments. The acceptance and processing of these payment methods are subject to applicable laws, rules and regulations, including authentication requirements for certain payment methods and require us to pay processing fees. Any increases in payment processing fees, changes in the payment ecosystem, delays in receiving payments from payment processors, changes in laws, rules or regulations relating to payments, the loss of payment partners, fraudulent transactions, chargebacks, or disruptions or failures in our payment processing systems or those of our third-party providers could adversely affect our revenue, operating expenses, results of operations and customer experience.
We are subject to a judgment in favor of Teespring, Inc. which will require significant capital to satisfy and in the event we are unable to satisfy such judgment it may cause material harm our business, financial condition and results of operations and your investment in the company.
Amaze Holding Company LLC is a defendant in G&I IX Aviation LLC v. Teespring, Inc. et al., Case No. 23-CI-00220 in Boone County Circuit Court, Kentucky. On February 13, 2026, the Court has awarded liquidated damages to the Plaintiff in the amount of approximately $1,311,986, plus court costs and reasonable attorney fees in an amount to be determined, which shall bear post judgment interest at the 6% statutory rate. We will need to generate substantial additional revenue or require substantial additional capital to satisfy the judgment and our ability to do so may be limited.
If the judgment is not reduced, overturned or resolved in our favor on appeal, we may be required to divert resources to satisfy the judgment amount that would otherwise be used for our business operations, planned expenditures or other corporate purposes. The diversion of resources could cause a delay or prevent the implementation of future business plans and adversely affect our overall business strategy, liquidity and financial condition.
Additionally, if we are unable to raise the necessary capital when needed or on acceptable terms in order to satisfy the judgment, then we may be subject to enforcement actions, including liens or garnishment, which could have a material adverse effect on our business operations and your investment in the company.
If we are not able to comply with the applicable continued listing requirements or standards of the NYSE American, which will likely require our company to affect a reverse stock split at our annual meeting of stockholders scheduled for late May 2026 to maintain a minimum trading price, our common stock could be delisted from the NYSE American.
Our common stock is listed on the NYSE American and has traded below $0.30 per share since March 16, 2026. In order to maintain this listing, we must maintain a certain share price, financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s securities sell at what the NYSE American considers a “low selling price” which the exchange generally considers $0.10 per share, the NYSE American may suspend trading of our common stock, until the issuer corrects this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, .
Furthermore, the NYSE American has proposed a rule to amend Section 1003(f)(v) of the NYSE American LLC Company Guide to provide that if a security’s closing price is less than $0.25 (the “Minimum Trading Price”) on any trading day, the NYSE American will immediately suspend trading and commence delisting proceedings. Issuers will not be entitled to submit a plan to regain compliance, however, all issuers will retain the right to appeal a delisting decision. In addition, under the proposed rule NYSE American may suspend trading in a security that “has experienced a precipitous decline” and is not likely to recover even if not trading below the Minimum Trading Price. The proposed rule, if approved by the SEC, is expected to become effective on October 1, 2026. While we intend to propose a reverse split of our common stock at our stockholder meeting expected to be held in May 2026, in the event such proposed is not approved, or our meeting is delayed, we may be from the NYSE American. Approval of a reverse split requires the majority of voting power of our outstanding common stock and, because our board of directors and management own limited shares of common stock, approval will depend on the vote of our unaffiliated stockholders. There are no assurances how the market price of our common stock will be impacted in future periods as a result of the general uncertainties in the capital markets and any specific impact on our Company as a result of the recent in the capital markets.
General business risks
We rely on the experience and expertise of our senior management team, key technical employees and other highly skilled personnel and the failure to retain, motivate or integrate any of these individuals could have an adverse effect on our business, financial condition, results of operations and prospects.
Our success depends upon the continued service of our key management employees, as well as our ability to continue to attract and retain additional highly qualified personnel. Our future success depends on our continuing ability to identify, hire, develop, motivate, retain and integrate highly skilled personnel for all areas of our organization. Each of our executive officers and key management, sales, marketing, technical and other employees could terminate their relationship with us at any time. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in retaining and motivating our existing employees. The loss of key management employees or other personnel might significantly delay or prevent the achievement of our business objectives and could harm our business and our relationships.
We face significant competition for qualified personnel, including members of management. In particular, we face significant competition for talent from other e-commerce, technology and high-growth companies, which include both public and privately held companies. We may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires, our employee morale, productivity and retention and ability to execute on our business strategy effectively and efficiently could suffer, which may adversely affect our business, financial condition, results of operations and prospects.
We may experience operational and financial risks in connection with acquisitions.
We may selectively seek potential acquisition targets to add complementary companies, products or technologies. The identification of suitable acquisition targets can be difficult, time-consuming and costly. We may be unable to identify suitable targets for acquisition or make acquisitions at favorable prices. If we identify a suitable acquisition candidate, our ability to successfully complete the acquisition would depend on a variety of factors, including our ability to obtain financing on acceptable terms and requisite government approvals. In connection with future acquisitions, we could take certain actions that could adversely affect our business, including, among other things:
using a significant portion of our available cash and cash equivalents;
issuing equity securities, which would dilute current stockholders’ percentage ownership;
incurring substantial debt, which would further restrict our business and operations;
incurring or assuming contingent liabilities, known or unknown;
incurring large amortization expenses related to intangibles; and
incurring large accounting write-offs or impairments.
In addition, acquisitions involve inherent risks which, if realized, could adversely affect our business and results of operations, including those associated with:
integrating the operations, financial reporting, technologies and personnel of acquired companies, including establishing and maintaining a system of internal controls appropriate for a public company environment;
managing geographically dispersed operations;
the diversion of management’s attention from other business concerns;
the inherent risks in entering markets or lines of business in which we have either limited or no direct experience;
the potential loss of key employees, customers and strategic partners of acquired companies; and
the impact of laws and regulations relating to antitrust at the state, federal and international levels, which could significantly affect our ability to complete acquisitions and expand our business.
Goodwill impairment charges could negatively impact our net income and stockholders’ equity.
We have recorded goodwill as a result of our acquisition of Amaze Software. On December 31, 2025, we had $7.6 million of goodwill on our balance sheet. Goodwill is not amortized, but rather, is tested for impairment at the reporting unit level. For the year ended December 31, 2025, we recorded an impairment of goodwill of $34.3 million, which is recorded in the consolidated statements of operations. We have two reporting units consisting of E-Commerce/Subscriptions and Wine Products. Goodwill is required to be tested for impairment annually in accordance with generally accepted accounting principles and between annual tests if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. There are numerous risks that may cause the fair value of a reporting unit to fall below its carrying amount, which could lead to the recognition of a goodwill impairment charge. These risks include:
adverse changes in macroeconomic conditions, the business climate, or the market for the entity’s products or services;
significant variances between actual and expected financial results;
negative or declining cash flows;
lowered expectations of future results;
failure to realize anticipated synergies from acquisitions;
significant expense increases;
a more likely-than-not expectation of selling or disposing all, or a portion of, a reporting unit;
the loss of key personnel; and
an adverse action or assessment by a regulator.
Our goodwill impairment testing involves the use of estimates and the exercise of judgment, including judgments regarding expected future business performance and market conditions. Significant changes in our assessment of such factors, including the deterioration of market conditions, could affect our assessment of the fair value of one or more of our reporting units and could result in a goodwill impairment charge in a future period.
Because less than 10% of our revenues now come from wine sales, investors should not place too much emphasis upon our wine business.
For the fiscal year ended December 31, 2025, our wine business generated less than 10% of our revenues. We expect that wine business revenues will continue to decrease. Accordingly, investors should not place too much emphasis upon our wine business.
If we fail to comply with United States and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition.
We, either directly or through our customers, collaborators, or end-users of our products, are or may become subject to a variety of laws and regulations regarding privacy, data protection, and data security. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. The application of these laws and regulations can arise from our e-commerce platform, social media activities relationships with third parties and their operations, or from other activities we undertake now or that we may undertake in the future.
Outside the United States, an increasing number of laws, regulations, industry standards and other obligations govern privacy, data protection and security. The European Union’s General Data Protection Regulation (“EU GDPR”) and the United Kingdom’s General Data Protection Regulation (“UK GDPR”) impose strict requirements for processing personal data and include significant penalties for non-compliance, including fines of up to €20 million or 4% of total worldwide revenue, whichever is greater. Companies may also face temporary or definitive bans on data processing, other corrective actions, or private litigation brought by classes of data subjects or consumer protection organizations. We may also be subject to data protection and privacy regimes in other jurisdictions, including Brazil’s General Data Protection Law, China’s Personal Information Protection Law, Japan’s Act on the Protection of Personal Information, and Singapore’s Personal Data Protection Act.
In the United States, numerous federal, state, and local laws and regulations govern privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. In June 2018, California enacted the California Consumer Privacy Act (the “CCPA”), which requires covered companies to provide California consumers with new disclosures and expands the rights afforded consumers regarding their data, with fines for noncompliance of up to $7,500 per violation. In September 2025, California amended the CCPA to (i) regulate technologies that replace or substantially replace human decisions, (ii) require comprehensive risk assessment reports that address specific processing activities that present a significant risk to a consumer’s privacy, and (iii) clarify when a cyber security audit must be conducted. Since the CCPA was enacted, at least 20 states—California, Colorado, Connecticut, Delaware, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah and Virginia—have comprehensive data privacy laws in place or enacted comprehensive data privacy laws set to soon take effect. An additional seven states have enacted narrower privacy laws—Florida, Maine, Michigan, Nevada, New York, Vermont, Washington and Wisconsin. During the 2025 legislative cycle, at least eight states with existing privacy statutes expanded the scope of their privacy frameworks, including Colorado, Connecticut, Virginia, Utah, Texas, Oregon, Montana, and Kentucky. This patchwork approach to privacy legislation compliance and liability risks for companies with multistate operations, as proposed and enacted bills have similar rights but differ in implementation and enforcement.
In June 2024, the American Privacy Rights Act of 2024 was introduced in the United States House of Representatives and was subsequently referred to the House Committee on Energy and Commerce but is not yet adopted. As of November 2025, the House Energy & Commerce Committee has convened a Privacy Working Group to solicit comments from stakeholders on the legislation. As introduced, this proposed legislation would establish requirements for how companies handle personal data by, among other things, limiting the collection, processing, and transfer of personal data, prohibiting companies from transferring individuals’ personal data without their affirmative express consent, establishing a right to access, correct, and delete personal data, requiring companies to provide individuals with a means to “opt out” of the transfer of non-sensitive covered data and the right to opt out of the use of their personal information for targeted advertising, requiring companies to implement security practices aimed at protecting personal data, and imposing enforcement actions and the possibility of civil proceedings for violations. Proposed federal legislation will likely continue to be debated and, at some point, may be enacted in some form. Governments are continuing to focus on privacy and data security, and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a way that is material to our business.
We intend to strive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data security, and data protection, as well as contractually mandated standards and/or industry standards adopted by industry groups. However, our limited resources may adversely affect our compliance efforts. Obligations related to privacy, data protection and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources and may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process personal data on our behalf.
We may at times fail, or be perceived to have failed, in our efforts to comply with our privacy, data protection or security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely may fail, or be perceived to have failed, to comply with such obligations. Any failure or perceived failure by us, customers, or third-party vendors or end-users involved with our products to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, could result in significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar events); litigation (including class-action claims); additional reporting requirements and/or oversight; on processing personal data; orders to or not use personal data; and publicity. Any of these events could have a material effect on our reputation, business, or financial condition, including but not limited to: of customers; to process personal data or to operate in certain jurisdictions; or in our business operations or data collection; limited ability to develop or commercialize our products; expenditure of time and resources to any claim or ; publicity; or substantial changes to our business model or operations. Any significant change to applicable laws, regulations, or industry practices regarding the personal data of our employees, agents or customers could require us to modify our practices and may limit our ability to expand or sustain our salesforce or bring our products to market. The costs of compliance with, and other imposed by, these laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, and changes to applicable laws and regulations in this area could subject us to additional regulation and oversight, any of which could significantly increase our operating costs and materially affect our operating results and financial condition.
Our business could be adversely affected by economic downturns, inflation, natural disasters, public health crises, political crises, geopolitical events, or other macroeconomic conditions, which have in the past and may in the future negatively impact our business and financial performance.
Macroeconomic conditions have and may continue to adversely affect our business. If general economic conditions deteriorate in the United States or other markets where we operate, consumer discretionary product spending may decline and demand for the goods and services available on our platforms may be reduced. This would cause our marketplace and services revenue to decline and adversely impact our business.
Global economic conditions have also generated pressure on consumer discretionary product spending. Consumer purchases of discretionary items, including the goods that we offer, generally decline during recessionary periods or periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Factors that could further affect consumers’ willingness to make discretionary purchases include, among others: high levels of unemployment; higher consumer debt levels; global geopolitical uncertainties; reductions in net worth, declines in asset values, disruptions to the banking industry, and related market and macroeconomic uncertainty; home foreclosures and reductions in home values; fluctuating interest rates, increased inflationary pressures and lack of credit availability; rising fuel and energy costs; rising commodity prices; and other general uncertainty regarding the overall future political and economic environment. It is difficult to predict how our business might be impacted by changing consumer spending patterns. In the event of a prolonged economic or acute , significant inflation, or increased supply chain impacting our communities of sellers and the economy as a whole, consumer spending habits could be materially and affected, as could our business, financial condition, operating results, and ability to execute and capitalize on our strategies.
If trends supporting self-employment, and the desire for supplemental income were to reverse, the number of sellers offering their goods in our marketplaces and the number of goods listed in our marketplaces could decline. In addition, currency exchange rates may directly and indirectly impact our business. If the U.S. dollar strengthens or weakens against foreign currencies, particularly if there is short-term volatility, our foreign currency denominated revenue, when translated into U.S. dollars, could fluctuate significantly. Currency exchange rates may also impact demand for cross-border purchases, which could impact revenue.
Any events causing significant disruption or distraction to the public or to our workforce, or impacting overall macroeconomic conditions, such as natural disasters and other adverse weather and climate conditions, public health crises, supply chain disruptions, political instability or crises, terrorist attacks, war, social unrest, or other unexpected events, could disrupt our operations, or the operations of one or more of our third-party service providers. These events may also impact buyer demand for discretionary goods, impact sellers’ ability to run their businesses on our marketplaces and ship their goods, and impact our ability to execute on our strategy, any of which could negatively impact our business and financial performance.
We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
As a public company, we incur significant legal, accounting, and other expenses that are not incurred by a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, SEC and NYSE rules, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.
We may be subject to legal proceedings, regulatory disputes and governmental investigations that could cause us to incur significant expenses, divert management’s attention and materially harm our business, financial condition and results of operations.
From time to time, we may be subject to claims, lawsuits, government investigations, arbitrations, and other proceedings involving competition and antitrust, advertising and marketing, intellectual property (including copyright, trademark, and patent), privacy, defamation, libel and slander, consumer protection, securities, tax, labor and employment, bribery and corruption, economic and trade sanctions, commercial disputes, and other matters that could adversely affect our business operations and financial condition. The foregoing list is non-exhaustive. The nature of our business, including content created or distributed by our clients or through third-party platforms, exposes us to additional risks of claims relating to defamation, intellectual property rights (including copyright, trademark, and patent), rights of publicity and privacy, and FTC regulation and, because we do not control content created by our clients, we may be subject to arising from content that we did not create. The outcome of any legal proceeding, regardless of its merits, is inherently uncertain. If we do not prevail in , we could incur substantial liabilities, some or all of which may not be covered by our insurance. We may also determine in certain instances that a settlement may be a more cost- and resolution for a . Further, pending or future legal proceedings could result in a of our management’s attention and resources and reputational , and we may be required to incur significant expenses these or pursuing third parties to protect our rights. Any of the foregoing could have a material effect on our business, financial condition and results of operations. See Item 3 - Legal Proceedings.
Risks related to ownership of our common stock
The issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plan or otherwise will dilute all other stockholders.
We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors, and consultants under our equity incentive plan. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock, including as a result of the exercise of any warrants to purchase shares of common stock, may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.
The sale of a substantial number of shares of common stock in the public market pursuant to our Securities Purchase Agreement, dated as of May 6, 2025, as amended as of February 6, 2026 by and between us and the selling stockholder, establishing an equity line of credit, or other future offerings could adversely affect the prevailing market price of our shares.
We have registered for resale an aggregate of up to 50,000,000 shares of common stock under an equity line of credit. Sales of a substantial number of our shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our shares. We cannot predict if and when the selling stockholder may sell such shares in the public markets. Furthermore, in the future, we may issue additional shares or other equity or debt securities convertible into shares. Any such issuance could result in substantial dilution to our existing stockholders and could cause our share price to decline.
Our failure to maintain continued compliance with the listing requirements of the NYSE American could result in the delisting of our common stock.
We are required to meet certain qualitative and financial tests to maintain the listing of our common stock on the NYSE American. In order to maintain this listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders. In addition to these objective standards, NYSE Regulation may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s common stock sells at what NYSE Regulation considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by NYSE Regulation; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American in its opinion, . If we do not maintain compliance with the continued listing requirements for the NYSE American within specified periods and subject to permitted extensions, our common stock may be recommended for (subject to any appeal we would file).
On June 12, 2025, we effected a 1-for-23 reverse stock split of the outstanding shares of common stock. As of February 5, 2026, the closing price of our common stock was $0.34. Section 1003(f)(vi) of the NYSE American Company Guide provides that if a listed company has effectuated one or more reverse stock splits over the prior two years with a cumulative ratio of 200-for-1 or greater, the NYSE American will immediately commence suspension and delisting procedures and the company will not be eligible to follow the procedures set forth in Section 1009 of the NYSE American Company Guide. Because our previous reverse stock split was 1-for-23, if the price of our common stock fails to satisfy the NYSE American “low selling price” requirements, we would be limited to effectuating an additional reverse stock split of no greater than 1-for-8 to avoid triggering the suspension and delisting procedures.
If we are not in compliance with all continued listing standards, we will be subject to delisting proceedings. If NYSE American delists our common stock from its exchange, an investor would likely find it significantly more difficult to buy or sell our shares and to obtain accurate quotations, and the price of our stock could suffer a material decline. Additionally, delisting would impair our ability raise future capital through the sale of our shares.
The price of our common stock has been and may in the future be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment.
Our stock price has been and may continue to be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. The market price of our common stock may be influenced by many factors, including but not limited to:
additions or departures of key management personnel;
announcements of significant acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
our ability to effectively manage our growth;
our cash position;
actual or anticipated variations in quarterly operating results;
our failure to meet the estimates and projections of the investment community and securities analysts or that we may otherwise provide to the public;
changes in the market valuations of similar companies;
overall performance of the equity markets;
issuances of debt or equity securities;
sales of our securities by us or our stockholders in the future;
low trading volume of our securities;
changes in accounting practices;
ineffectiveness of our internal controls;
data breaches of our company, providers, or vendors;
regulatory or legal developments in the United States and other countries;
disputes or other developments relating to proprietary rights, including our ability to adequately protect our proprietary rights in our technologies;
significant lawsuits, including patent or stockholder litigation;
natural disasters, infectious diseases, conflict, including the ongoing military conflict between Russia and Ukraine and the related sanctions, conflicts in the Middle East, civil unrest, epidemics or pandemics, outbreaks, resurgences or major catastrophic events;
general political and economic conditions, including potential future disruptions in access to bank deposits or lending commitments due to bank failures; and
other events or factors, many of which are beyond our control.
As a result, you may not be able to sell your shares of our common stock at or above the price at which you purchased them. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. Because of the volatility of our stock price, we may become the target of securities litigation in the future. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results or financial condition.
An active trading market for our common stock may not be sustained.
Although our common stock is listed on the NYSE American, there is a risk that an active trading market for our shares may not be sustained, which could put downward pressure on the market price of our common stock and thereby affect the ability of our stockholders to sell their shares. Any inactive trading market for our common stock may also impair our ability to raise capital to continue to fund our operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.
Our management team has limited experience managing a public company.
Most members of our management team have limited to no experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage their new roles and responsibilities. As a public company, we are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could have a material adverse effect on our business, financial condition and results of operations.
We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate this material weakness, or if we experience additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
In connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2025, our management concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective as of December 31, 2025 due to the existence of material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. These material weaknesses have continued since at least 2021 and continued to exist as of December 31, 2025. The material weaknesses identified included those related to the lack of segregation of duties, controls surrounding the issuance of common stock, assessment of the fair value measurement of purchase consideration transferred, and the lack of controls to prevent misstatement in accounting for sales refunds, accounting for working capital acquired in a business combination, gross vs. net presentation of revenues, cash account foreign currency transaction adjustments, accrued VAT/GST, customer deposits, and accounts payable in a timely manner.
While we retained Joel Krutz as our new Chief Financial Officer effective January 5, 2026, and we intend to address the control deficiencies in 2026, our ability to address such deficiencies is partly subject to available capital.
In the future, it is possible that additional material weaknesses may be identified that we may be unable to remedy before the requisite deadline for the financial reports. Our ability to comply with the annual internal control over financial reporting requirements will depend on the effectiveness of our financial reporting and relevant information systems and controls across our company. Any weaknesses or deficiencies or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our results of operations and cause us to fail to meet our financial reporting obligations or result in material misstatements in our consolidated financial statements, which could adversely affect our business and reduce our stock price.
If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
We are an emerging growth company and a smaller reporting company and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and may remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the closing of our initial public offering which occurred in December 2021. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, but are not limited to:
being permitted to present or incorporate only two years of audited financial statements in this filing;
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
not being required to comply with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements;
the ability to elect to defer compliance with new or revised accounting standards until such standards would apply to private companies;
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.
We have taken advantage of the reduced reporting burdens available to emerging growth companies and the information we provide to stockholders may be different than the information that is available with respect to other public companies that are not emerging growth companies. It is possible that this may cause investors to find our common stock less attractive. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be reduced or more volatile.
Even following the termination of our status as an emerging growth company, we may be able to take advantage of the reduced disclosure requirements applicable to “smaller reporting companies,” as that term is defined in Rule 12b-2 of the Exchange Act, and, in particular, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. To the extent that we are no longer eligible to use exemptions from various reporting requirements, we may be unable to realize our anticipated cost savings from these exemptions, which could have a material adverse impact on our operating results.
Provisions of our corporate governance documents could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.
Our articles of incorporation and bylaws and the Nevada Revised Statutes contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. These provisions include:
advance notice requirements for stockholder proposals and director nominations;
the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and
limitations on the ability of stockholders to call special meetings and to take action by written consent.
Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace current members of our management team. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the Company may be unsuccessful.
We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.
We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Furthermore, future debt or other financing arrangements may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Any return to stockholders will therefore be limited to the appreciation of their stock.
