Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statements that look to future events and include, but are not limited to, statements regarding our business strategy, plans and objectives; anticipated future operating results and operating expenses, cash flows, capital resources, and liquidity; trends, opportunities and risks affecting our business, industry and financial results; the expected benefits of use of our solutions; future expansion or growth plans and potential for future growth; our business prospects; our systems and technology, future profitability; the sufficiency of our existing cash and cash equivalents to meet our working capital and capital expenditure needs over the next twelve months; acquisitions; and our expectations or beliefs concerning future events. In addition, the words “anticipates,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not place undue reliance on these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | fluctuation and volatility in market price of our Common Stock due to market and industry factors, as well as general economic, political and market conditions; |
| ● | the impact of dilution on our stockholders, including through the issuance of additional equity securities in the future; |
| ● | our ability to realize the intended benefits of the Merger; |
| ● | the impact of our ability to realize the anticipated tax impact of the Merger; |
| ● | the outcome of litigation or other proceedings may become subject to in the future; |
| ● | delisting of our Common Stock from Nasdaq or the failure for an active trading market to develop; |
| ● | the failure of our altered business operations, strategies and focus to result in an improvement for the value of our Common Stock; |
| ● | the availability of and our ability to continue to obtain sufficient funding to conduct planned operations and realize potential profits; |
| ● | our limited operating history; |
| ● | the impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for its BNA Platform, both within and outside of the U.S.; |
| ● | challenges that we may face with maintaining regulatory approval, if achieved; |
| ● | the impact of the concertation of capital stock ownership with our insiders on stockholders’ ability to influence corporate matters. |
| ● | the impacts of future acquisitions of businesses or products and the potential to fail to realize intended benefits of such acquisition; |
| ● | the potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.; |
| ● | our dependence on third parties; |
| ● | challenges we may face with respect to our BNA Platform achieving market acceptance; |
| ● | the impact of pricing of our BNA Platform; |
| ● | emerging competition and rapidly advancing technology in our industry; |
| ● | our ability to obtain, maintain and protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on its proprietary rights; |
| ● | our ability to maintain adequate cyber security and information systems; |
| ● | our ability to generate sufficient revenue to achieve and sustain profitability; |
| ● | the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations; and |
| ● | the other factors set forth in the section of this prospectus entitled “Risk Factors.” |
