TaoWeave, Inc.

A description of the risks associated with our business, financial conditions, and results of operations is set forth in “Part I. Item 1A. Risk Factors” of our 2025 Annual Report. Except as set forth below, there have been no material changes to these risks during the three months ended June 30, 2026. The risks described in the 2025 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or future results.

***We rely on a limited number of customers for a significant portion of our revenue, and the loss of any one of those customers, or several of our smaller customers, could materially harm our business.***A significant portion of our revenue is generated from a limited number of customers. For the three and six months ended June 30, 2026, and 2025, one major customer accounted for 77%, 66%, 82%, and 82% of the Company’s total consolidated revenue, respectively. The composition of our significant customers will vary from period to period, and we expect that most of our revenue will continue, for the foreseeable future, to come from a relatively small number of customers. Consequently, our financial results may fluctuate significantly from period to period based on the actions of one or more significant customers. A customer may take actions that affect the Company for reasons that we cannot anticipate or control, such as reasons related to the customer’s financial condition, changes in the customer’s business strategy or operations, changes in technology, and the introduction of alternative competing products, or as a result of the perceived quality or cost-effectiveness of our products. Our agreements with these customers may be canceled if we materially breach the agreement or for other reasons outside our control, such as insolvency or financial hardship that may result in a customer filing for bankruptcy court protection against unsecured creditors. If our customers were to experience losses due to a depository institution’s failure to return their deposits, it could expose us to an increased risk of nonpayment under our contracts with them. In addition, our customers may seek to renegotiate the terms of current agreements or renewals. The loss of, or a reduction in sales or anticipated sales, to our most significant or several of our smaller customers could have a material adverse effect on our business, liquidity, financial condition, and results of operations.

Our ability to realize the anticipated benefits of the TLDA depends on the continued operation of Bittensor Subnet 44, a third-party network that we do not control, and any material disruption to that network could suspend or terminate our commercial rights.* *The Platform that we license and distribute under the TLDA with Manako is Manako's Score AI computer vision platform, which operates on Bittensor Subnet 44, an external, third-party-operated blockchain subnet that is not controlled by us and, following certain governance actions, may not be entirely controlled by Manako either. Any prolonged disruption, deregistration, or unfavorable migration of Subnet 44 could impair the Platform's availability to us and our customers, disrupt our ability to generate Revenue Share or referral fee income, and result in impairment of the related intangible asset we carry on our balance sheet.

Our distribution rights under the TLDA are non-exclusive, and Manako's contractual commitment to preferred-partner status is limited in duration and contingent on our performance, which could allow Manako to grant competing rights to third parties.* *The license we hold under the TLDA to market, demonstrate, sell, and distribute the Platform in the United States and Canada is non-exclusive, non-transferable, and sublicensable only as permitted under the TLDA. While Manako has acknowledged us as its preferred commercialization partner in the Territory during the initial term of the TLDA and has agreed not to grant certain competing distribution arrangements without first offering us a right of first refusal, this preferred-partner status automatically continues into each renewal term only if we have met our minimum performance expectations under the TLDA for the immediately preceding term. If we fail to meet those performance expectations, or if Manako pursues arrangements that fall outside the specific characteristics subject to our right of first refusal, Manako could grant distribution or sublicensing rights to competitors in our Territory, which could materially impair our ability to realize the anticipated commercial benefits of the TLDA.

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The commercial relationship established under the TLDA is new and unproven, has not yet generated any revenue, and our ability to realize its intended benefits is subject to significant execution risk.* *As of June 30, 2026, we had not recognized any revenue or associated Revenue Share cost of revenue under Customer Agreements entered into pursuant to the TLDA. The TLDA's commercial terms, including Manako's obligation to make the Platform available and our obligation to pay the Revenue Share, only became operative on May 29, 2026, when we funded the full SAFE investment amount. Our preferred commercialization partner status is not indefinite: it continues into each renewal term only if we have met minimum performance expectations under the TLDA for the preceding term, and either party may terminate the TLDA for convenience on 90 days' notice. Achievement of milestones for the Platform — which affect the service levels Manako is obligated to provide — depends on criteria such as minimum customer deployments and the absence of critical defects that are outside of our control. Because this is our first arrangement of this kind, actual commercial results could differ materially from our current expectations.

Our investment in Manako is illiquid, could result in a complete loss, and does not give us control, board representation, or voting rights over Manako's business or financing decisions.* *Concurrently with the TLDA, we invested $1.0 million in Manako pursuant to the SAFE, which will convert into Manako equity only upon a future qualifying equity financing, liquidity event, or dissolution event, or automatically on December 1, 2027 if none of those events has occurred by then. Because Manako is a private company for which no readily determinable fair value exists, we account for the investment under the measurement alternative in ASC 321-10-35-2, carrying it at cost of $1.0 million, subject to remeasurement only for impairment or observable price changes in orderly transactions involving similar Manako securities. Determining whether an impairment indicator exists requires significant judgment regarding Manako's cash runway, the continued operation of Subnet 44, and the occurrence of future Manako financing transactions, and there can be no assurance that we will not be required to record an impairment of some or all of this investment in future periods. If Manako is unable to complete a qualifying financing before the Longstop Date, or if it experiences a liquidity or dissolution event, our recovery may be limited to the greater of our $1,000,000 investment or its as-converted value, and there is no assurance Manako will have sufficient assets to satisfy that obligation.

***We may be delisted from the Nasdaq if we fail to maintain a minimum market value of $5.0 million in listed securities.***On July 22, 2026, the SEC issued an order approving Nasdaq's amendments to its continued listing standards that would require listed companies to maintain a minimum $5.0 million market value of listed securities (“MVLS”). On July 29, 2026, in response to notices received for petition for review of the delegated action and in accordance with Rule 431(e) of the SEC’s Rules of Practice, the July 22 order is stayed until the SEC orders otherwise. If the stay is lifted, and if our MVLS falls below the required threshold for 30 consecutive business days, Nasdaq staff will issue a staff delisting determination, the Company's securities will be immediately suspended from trading, and delisting procedures will commence. Shares will then, generally, begin trading on the over-the-counter market. Delisting would likely reduce the liquidity and market price of our common stock, limit investor interest, and impair our ability to raise additional capital. If our common stock were to trade on an over-the-counter market, trading volume and liquidity would likely be significantly lower. Any such delisting could have a material adverse effect on our business, financial condition, and stockholders. The market value of our listed securities depends largely on the trading price of our common stock and the number of publicly held shares, both of which are subject to market volatility and factors beyond our control. As of the filing of this Report, our MVLS was approximately $5.5 million.

Unlike certain other continued listing deficiencies, which afford companies an opportunity to submit a compliance plan or benefit from a cure period, the MVLS requirement provides no such relief. A timely request for a hearing before the Nasdaq Hearings Panel will not automatically stay the suspension of trading. The Hearings Panel may, in its discretion: a) reverse the delisting determination,only* if it was made in error, or b) grant an exception for up to 180 days for the Company to demonstrate compliance with Nasdaq'sinitial* listing standards (which are generally higher thancontinued listing standards). An adverse decision may be further appealed to the Nasdaq Listing and Hearing Review Council; however, there can be no assurances that an appeal would be successful.

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***Future issuances of equity or debt securities by us may adversely affect the market price of our Common Stock.***Our authorized share capital consists of 150 million shares of Common Stock. As of the filing of this report, we had an aggregate of approximately 146.4 million shares of Common Stock authorized but unissued, and approximately 18.8 million shares of Common Stock authorized but unissued after giving effect to the exercise or conversion, as applicable, of the securities issued in the 2023 Private Placement and the 2025 Private Placement and other outstanding awards, assuming all of the shares of Series F Preferred Stock are converted into 47,835 shares of Common Stock at the conversion price of $3.77, all of the Preferred Warrants are exercised in full and the underlying shares of Series F Preferred Stock are converted into 8,097,347 shares of Common Stock at the conversion price of $3.77, all of the 8,097,347 Common Warrants issued upon the exercise of the Preferred Warrants are then exercised at an exercise price of $3.77 in exchange for 8,097,347 shares of Common Stock, all of the Common Warrants issued in the 2023 Private Placement are exercised at an exercise price of $3.41 for 1,749,527 shares of Common Stock, all of the 2023 Placement Agent Warrants issued in the 2023 Private Placement are exercised at an exercise price of $3.41 for 153,470 shares of Common Stock, all the Pre-Funded Warrants issued in 2025 Private Placement are exercised at an exercise price of $3.77 for 342,070 shares of Common Stock, all of the 2025 Placement Agent Warrants issued in the 2025 Private Placement are exercised at an exercise price of $4.71 for 99,470 shares of Common Stock, the Advisor Warrants are exercised at an exercise price of $3.77 for 100,000 shares of Common Stock, and the Manako Closing Warrants are exercised at an exercise price of $3.41 for 100,000 shares of Common Stock. Additionally, depending on the trading prices of our Common Stock, we may need to issue more or fewer shares of Common Stock in connection with the exercise of the Preferred Warrants. If we do not have the shares of Common Stock available to issue in connection with such exercises, we will be required to provide the exercising holder a buy-in of cash.

In the future, we may attempt to obtain financing or to increase further our capital resources, or refinance existing obligations, by issuing additional shares of our Common Stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Future acquisitions could require substantial additional capital in excess of cash from operations. There can be no guarantee that these offers to exchange will be successful. In addition, we also expect to issue additional shares in connection with the exercise of our stock options under our incentive plan.

Issuing additional shares of our Common Stock or other equity securities or securities convertible into equity for financing or in connection with our incentive plans, acquisitions, or otherwise may dilute the economic and voting rights of our existing shareholders or reduce the market price of our Common Stock or both. Upon liquidation, holders of our debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Common Stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. Thus, holders of our Common Stock bear the risk that our future offerings may reduce the market price of our Common Stock and dilute their stockholdings in us. Additionally, we may be required to secure stockholder approval to authorize additional shares of Common Stock if we desire to issue additional shares of Common Stock, or other equity securities or securities convertible into equity.