This prospectus and the documents incorporated by reference into this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “poise,” “project,” “potential,” “suggest,” “should,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus and incorporated by reference into this prospectus, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks and uncertainties and other factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. The section in this prospectus entitled “Risk Factors” and the sections in our periodic reports, including our most recent Form 10-K entitled “Business,” and in the Form 10-K and the subsequent Forms 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other sections in this prospectus and the documents or reports incorporated by reference into this prospectus, discuss some of the factors that could contribute to these differences. These forward-looking statements include, among other things, statements about:
Risks Relating to our Financial Position and Capital Requirements
| ● | We could experience a shortfall in cash over the next twelve months. |
| ● | Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern. |
| ● | We have incurred net losses in prior periods and there can be no assurance that we will generate income in the future. |
| ● | To date we have not generated revenue from SG Medical Co or SG Environmental Services. |
| ● | We will need to raise additional capital to fund our existing operations. |
| ● | We must timely register the shares issuable under the Debenture and the Warrant. |
| ● | We may not have an adequate number of shares of common stock authorized to complete future equity transactions. |
Risks Relating to our Company
| ● | Our ability to meet our workforce needs is crucial to our results of operations and future sales and profitability. |
| ● | We have a fixed cost base that will affect our profitability if our sales decrease. |
| ● | A material disruption of our suppliers or SG Echo’s facilities could prevent us from meeting customer demand. |
| ● | A natural disaster, the effects of climate change, or other disruptions at our SG Echo facility could adversely affect us. |
| ● | We are dependent on the services of key personnel, a few customers and vendors. |
| ● | We currently are, and may in the future be, subject to legal proceedings or investigations. |
| ● | The loss customers or vendors could have a material adverse effect on us. |
Risks Relating to our Business and Industry
| ● | Changes in general economic conditions and geopolitical and other conditions may adversely impact our business. |
| ● | Limited availability or increases in costs of transportation could adversely affect our business and operations. |
| ● | Expansion of our operations may strain resources. |
| ● | Our clients may adjust, cancel or suspend the contracts in our backlog. |
| ● | Our liability for estimated warranties may be inadequate. |
| ● | We can be adversely affected by failures of persons who act on our behalf to comply with applicable regulations. |
| ● | The cyclical and seasonal nature of the construction industry causes our revenues and operating results to fluctuate. |
| ● | Our business depends on the construction industry and general business, financial market and economic conditions. |
| ● | Our business relies on private investment and a slower than expected economy may adversely affect our results. |
| ● | A material disruption at one of our suppliers’ facilities could negatively affect our overall financial results. |
| ● | We are subject to risks regarding environmental, health and safety laws and regulations. |
| ● | Our business may be subject to economic and political risks of vendors obtaining supplies from foreign countries. |
| ● | Our operating results will be subject to fluctuations and are inherently unpredictable. |
| ● | We are subject to cybersecurity risks. |
| ● | We could suffer adverse tax and other financial consequences if we are unable to utilize our net operating loss carryforwards. |
Risks Relating to our Common Stock
We have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result our common stock may become delisted, which could have a material adverse effect on the liquidity of our common stock.
If we fail to continue to satisfy the continued listing requirements of Nasdaq, such as the corporate governance or public float requirements, or the minimum closing bid price requirement, Nasdaq will take steps to de-list our common stock. As a result of several factors, including but not limited to our financial performance, market sentiment about our industry, volatility in the financial markets generally due to the tightening of monetary policy by the Board of Governors of the United States Federal Reserve Bank (the “Federal Reserve”) and other geopolitical events, events such as the ongoing wars around the world, the per share price of our common stock has declined below the minimum bid price threshold required for continued listing. Such a de-listing would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so, as well as adversely affect our ability to issue additional securities and obtain additional financing in the future.
| ● | Failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a delisting. |
| ● | Our stock price has been subject to fluctuations in the past, has recently been volatile and our stock is thinly traded. |
| ● | Sales of shares of our common stock, could cause the price of our common stock to decline and result in dilution. |
| ● | Certain provisions of Delaware law could discourage, delay or prevent a merger or acquisition at a premium price. |
| ● | We have availed ourselves of reduced disclosure requirements, which may make our common stock less attractive. |
