Item 1A.Risk Factors
Risk Factors
The
following risk factors and the forward-looking statements elsewhere in this annual report should be read carefully in connection with
evaluating the business of the Company. A wide range of events and circumstances could materially affect our overall performance
and our results of operations, and therefore, an investment in us is subject to risks and uncertainties. In addition to the important
factors affecting specific business operations and the financial results of those operations identified elsewhere in this annual report,
the following important factors, among others, could adversely affect our operations. While each risk is described separately below, some
of these risks are interrelated and it is possible that certain risks could trigger the applicability of other risks described below.
Also, the risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently
known to us, or that are currently deemed immaterial, could also potentially impair our business, results of operations and potential
profitability. These risk factors may be amended, supplemented, or superseded from time to time in filings and reports that we file with
the SEC in the future.
Risks Related to Our Financial Condition
We have not generated any revenues and have
experienced significant losses to date, and we expect to continue incur losses for the foreseeable future.
We have experienced and continue to experience negative cash flows from
operations. We have not generated any revenue since inception and do not expect to generate any substantial amounts of revenue for the
foreseeable future. We had a net loss attributable to common stockholders of $3,455,415 and $2,396,395 for the years ended August 31,
2024, and 2023, respectively. As of August 31, 2024, we had cash and short-term investments of $4,249,446 and working capital of $4,668,658.
Based on management’s assessment, the Company has sufficient cash and short-term investments to meet its current funding requirements
over the next twelve months following the date of this annual report, to meet our projected product development and fabrication goals
during this period. However, our current cash and short-term investments may not be sufficient to permit us to maintain or expand our
operations beyond this period.
Our ability to use our net operating loss to offset future taxable
income may be subject to certain limitations.
As of August 31, 2024, we had U.S. federal net operating loss carryforwards
(“NOLs”) of approximately $40,949,000 due to prior period losses which if not utilized will begin to expire for federal
and state tax purposes beginning in 2024. Realization of these NOLs depends on future income, and there is a risk that our existing NOLs
could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our results of operations.
In general, under Section 382 of the Internal Revenue Code of 1986, as
amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its
ability to utilize its NOLs to offset future taxable income. Our initial public offering, as well as future changes in our stock ownership,
the causes of which may be outside of our control, could result in an additional ownership change under Section 382 of the Code. Our NOLs
may also be impaired under state laws. In addition, under 2017 legislation commonly referred to as the Tax Cuts and Jobs Act, NOLs generated
in taxable years beginning after December 31, 2017, may be utilized to offset no more than 80% of taxable income annually. This change
may require us to pay federal income taxes in future years despite generating a cumulative loss for federal income tax purposes. There
is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs
could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize a tax
benefit from the use of our NOLs, whether or not we attain profitability.
We will require additional financing in the future to maintain and
expand operations into advanced stages of product development and fabrication, and failure to obtain such financing would have a material
adverse effect on our business, operating results, financial condition and prospects.
We are currently in the advanced stages of our research
and early stages of product development and have come to the point where larger, faster, and more precise equipment is necessary for development
to continue and to be able to come to market with a commercially viable product.
We expect capital outlays and operating expenditure to increase over the
next several years as we work to expand our commercial activities, expand our development activities, expand manufacturing operations
and expand our infrastructure. We may need to raise additional capital to, among other things:
● finance capital expenditures and our general and administrative expenses;
● maintain, expand and protect our intellectual property portfolio;
● add operational, financial and management information systems; and
Our present and future funding requirements will depend on many factors,
including but not limited to:
● competing technological and market developments; and
● changes in regulatory policies or laws that may affect our operations.
We cannot assure you that our business will generate
sufficient cash flow from operations in an amount sufficient amount, if any, to fund our working capital needs. Accordingly, we may need
to undertake or seek out additional equity or debt financings to secure additional capital. We cannot assure you that we would be able
to locate additional financing on commercially reasonable terms or at all. Any debt financing that we secure in the future could involve
restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult
for us to obtain additional capital and to pursue business opportunities. If we raise additional funds through future issuances of equity
or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could
have rights, preferences and privileges superior to those of holders of our common stock. If we are unable to secure additional funding
on favorable terms, or at all, when we require it, our ability to continue could be impaired and our business may be harmed.
Raising additional capital will cause dilution to our existing stockholders
and may restrict our operations or require us to relinquish certain intellectual property rights.
We will seek additional capital through a combination of public and private
equity offerings, debt financing, strategic partnerships and alliances, licensing arrangements and grants. To the extent that we raise
additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders may
be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt and
receivables financing may be coupled with an equity component, such as warrants to purchase shares, which could also result in dilution
of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and
could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability
to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct
our business. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties,
we may have to relinquish valuable rights to our products, or grant licenses on terms that are not favorable to us. A failure to obtain
adequate funds may cause us to curtail certain operational activities, including research and development, sales and marketing, and manufacturing
operations, in order to reduce costs and sustain the business, and would have a material adverse effect on our business and financial
condition. If we raise additional funds by issuing equity or debt securities, further dilution to stockholders may result and new investors
could have rights superior to existing stockholders.
Because we cannot currently estimate the amount of funds or time
required to commercialize our technologies, even if financing is available to us, we may secure less funding than is actually required
to effectuate our business plan.
As noted above, we are currently in the advanced stages of our research
and early stages of product development. We have come to the point where larger, faster, and more precise equipment is necessary for all
facets of technology and product development to continue and to be able to come to market with a commercially viable product. We, however,
cannot accurately predict the amount of funding or the time required to successfully commercialize our technology. The actual cost and
time required to commercialize these technologies may vary significantly depending on, among other things, the results of our research
and product development efforts; the cost of developing, acquiring, or licensing various enabling technologies, changes in the focus and
direction of our research and product development programs; competitive and technological advances; the cost of filing, prosecuting, defending
and enforcing claims with respect to patents; the regulatory approval process; process manufacturing; marketing and other costs associated
with commercialization of these technologies. Because of this uncertainty, even if financing is available to us, we may secure insufficient
funding to effectuate our business plan.
Adverse conditions in the alternative energy
industry or the global economy generally could have adverse effects on our results of operations and consequently the price of our common
stock.
Our business is exposed to significant financial risks, most of which are
beyond our control, related to interest rates, State & Federal subsidies, the modified accelerated cost recovery system, taxes, and
general economic conditions both domestic and internationally. These risks may affect our ability to effect (i) borrowings or to raise
capital through the offer and sale of equity-based securities and (ii) the execution of our business plan and product commercialization
efforts by thwarting consumer demand for our products, and thereby adversely impacting our potential revenue and profitability.
An increase in raw material prices could have negative consequences
for our long-term profitability.
We face exposure to fluctuations in energy, raw materials, chemicals, and
glass and plastic film prices. If we are not able to hedge, compensate or pass on our increased costs through a supply chain or to customers,
this could have an adverse impact on our financial results and stability, and deployment of our products.
Risks Related to Our Technology, Products and Operations
The development of our technology is subject to the risks of failure
inherent in the development of any novel technology.
Ultimately, the development and commercialization of our technology is
subject to a variety of risks that are particular to the development and commercialization of any novel technology, the occurrence of
any one of which may adversely affect our operations. These risks include, but are not limited to, the following:
The success of our research and development activities is uncertain.
If such efforts are not successful, we will be unable to generate revenues from our operations and we may have to cease doing business.
Commercialization of our technology will require significant further research,
development, and testing as we must ascertain whether our technology can form the basis for a commercially viable technology or product.
If our research and development efforts fail to prove the commercial viability of our technology, we may need to abandon our business
model and/or cease doing business, in which case our shares may have no value, and you may lose your investment. We anticipate remaining
engaged in technology and product development for the foreseeable future.
If we ultimately do not obtain the necessary regulatory and safe
operation approvals for the commercialization of our technology, we will not achieve profitable operations, and your investment may be
lost.
To commercialize our technology, we may need to obtain regulatory approval
from various local, state, federal or international agencies; or approval from global safety certifying organizations that will certify
safe operation of our products. At this time, we do not have a product to be submitted for regulatory or safe operating approval. The
process for obtaining these approvals may be time consuming and costly, and there is no guaranty that we will be able to obtain such approvals.
The failure to obtain any necessary approvals could delay or prevent us from achieving revenue or profitability, which could result in
the partial or total loss of your investment.
We are operating in a highly fragmented and competitive market and
our competitors have several competitive advantages over us.
Our commercial success will depend on our ability to compete effectively
in product development areas such as, but not limited to, building integration, safety, efficacy, ease of use, customer compliance, price,
marketing and distribution. Our competitors may succeed in developing products that are more effective than any products derived from
our research and development efforts or that would render such products obsolete and non-competitive. The alternative and renewable energy
industry is characterized by intense competition, rapid product development and technological change.
Most of the competition that we encounter is expected to come from companies,
research institutions and universities who are researching and developing technologies and products similar to, or are competitive with,
any technology we may develop.
These companies, research institutions and universities may have several
competitive advantages over us, including:
• Significantly greater name recognition;
• established distribution networks;
• more advanced technologies and product development;
• processes that are operational and manufacturing prototype or final products;
As a result, we may not be able to compete effectively against these companies
or their products.
Any products developed from our technology will face competition
from other companies producing solar power and/or energy harvesting or storage products.
The solar power market is intensely competitive and rapidly evolving. Some
of our competitors are better capitalized or have more employees than we do; and, unlike us, some have established market positions for
their products. There are a number of companies that produce solar power and alternative energy products, which may be competitive with
those that we are seeking to develop. Additionally, some of our competitors may be developing or currently producing products based on
new solar power and alternative energy technologies that may have a cost basis similar to, or lower than, our projected product costs.
Accordingly, If we fail to attract and retain customers and establish a
successful distribution network for our products, we may be unable to achieve adequate sales and market share; or, if
our competitors’ products, services or technologies become more accepted than ours, or if they are successful in bringing their
products or services to market earlier than us our revenues could be adversely affected.
As noted above, some of our current
(and potential competitors) have significantly greater resources and better competitive positions in certain markets than we do. These
factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements.
Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake
more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. See
“Our Business.”
Mergers of, or other strategic transactions
by, our competitors could weaken our competitive position or reduce our revenue.
If one or more of our competitors were to merge
or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively.
A potential result of such expansion is that certain of our current or potential competitors may be acquired by third parties with greater
available resources and the ability to further invest in product improvements and initiate or withstand substantial price competition.
Our competitors also may establish or strengthen cooperative relationships with our current or future value-added resellers, third-party
consulting firms or other parties with whom we have relationships, thereby limiting our ability to promote our products. Disruptions in
our business caused by these events could reduce our revenue.
Technological changes could render our products uncompetitive or
obsolete, which could prevent us from achieving market share and sales.
The alternative and renewable energy industry is rapidly evolving and highly
competitive. Our failure to refine or advance our technologies, and to develop and introduce new products on a timely basis could cause
our products to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. We will need to invest
significant financial resources in additional technology research & development, and product development to keep pace with technological
advances in the industry and to compete in the future; however, we may be unable to secure such financing. We believe that a variety of
competing solar and alternative or renewable energy technologies may be in development by other companies that could result in lower manufacturing
costs and/or higher product performance than those expected for our products. Our development efforts may be hindered or rendered obsolete
by the technological advances of others, and other technologies may prove more advantageous for the commercialization of transparent electricity-generating
products.
To the extent we can develop and commercialize products, if such
products do not gain market acceptance, we may not achieve sales and market share.
The development of a successful market for our products may be adversely
affected by a number of factors, some of which are beyond our control, including:
· customer, architectural and engineering acceptance of our products;
If our products fail to gain market acceptance, we will be unable to achieve
sales, market share, or profitability.
If organic solar photovoltaic light energy harvesting technologies
are not suitable for widespread adoption or sufficient demand for such products does not develop or takes longer to develop than we anticipate,
we may not be able to profitably exploit our technology.
The market for OPV solar-energy related products is emerging and rapidly
evolving, and the market for energy harvesting products is generally unproven and not well established. The success of products for these
markets is uncertain.
If our OPV solar power or light energy harvesting technologies prove unsuitable
for widespread commercial deployment or if demand for such power products fails to develop sufficiently, we would be unable to achieve
sales and market share. In addition, demand for such products in the markets and geographic regions we target may not develop or may develop
more slowly than we anticipate. Many factors will influence the widespread adoption of organic solar photovoltaic light energy capture
and conversion products, including, without limitation, the following:
· fluctuations in the prices of fossil fuels or their derivatives;
Our growth and success depend on our ability to develop new products
and services and adapt to market and customer needs.
The sectors in which we operate experience rapid and significant changes
due to the introduction of innovative technologies. Introducing new technology products and innovative services, which we must do on an
ongoing basis to meet customers' needs, requires a significant commitment to research and development, which may not result in success.
The company is pre-revenue and may suffer if it invests in technologies that do not function as expected or are not accepted in the marketplace;
its products, systems or service offers are not brought to market in a timely manner; or products become obsolete or are not responsive
to our customers' needs or requirements.
Our business model and strategy are based on growth through licensing,
joint ventures, collaborative research and development agreements and acquisitions, that may be difficult to execute, and it may disrupt
our business, create integration issues, impair our results of operations, dilute our stockholders’ ownership, cause us to incur
debt, divert management resources, or cause us to incur significant expense.
We may pursue in the future acquisitions of businesses and assets, as well
as technology licensing and joint venture arrangements, that we believe will complement our products or technologies. We also may pursue
strategic alliances that leverage our core technologies and industry experience to expand our product offerings or distribution or make
investments in other companies. Any acquisition involves a number of risks, many of which could harm our business, or materially impact
our stock price, including:
· not realizing the anticipated benefits of any acquisition;
· diversion of financial and management resources from existing operations;
· inability to generate sufficient revenue to offset acquisition costs;
To finance any acquisitions or investments, we may choose to issue equity
or equity-linked securities as consideration, which could dilute the ownership of our stockholders, including materially. If the price
of the Common Stock is low or volatile, we may not be able to acquire other companies for equity or equity-linked consideration. In addition,
newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds
by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions
on our business that could impair our operating flexibility and would also require us to incur interest expense. Additional funds for
acquisitions also may not be available on terms that are favorable to us, or at all.
As noted above, on a going forward basis,
we plan to make acquisitions, which could require significant management attention, disrupt our business, result in dilution to our stockholders,
and adversely affect our financial results.
As part of our business strategy, we intend to make acquisitions to add
specialized employees, complementary companies, products, or technologies. However, we have not made any acquisitions to date, and, as
a result, our ability to acquire and integrate larger or more significant companies, products, or technologies in a successful manner
is unproven. In the future, we may not be able to find suitable acquisition technologies or products, and we may not be able
to complete acquisitions on favorable terms, if at all. Any acquisitions that we consummate may not achieve our goals and could be viewed
negatively by investors. In addition, if we fail to successfully integrate any acquisitions, or the technologies associated with such
acquisitions, into our company, the revenue and operating results of the combined company could be adversely affected. Any integration
process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully
evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including
accounting charges. We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, any of which could
adversely affect our financial results. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution
to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other
restrictions that would impede our ability to manage our operations.
We may be the subject of product liability claims and other adverse
effects due to defective products, design faults or harm caused to persons and property.
Our products may not operate properly or could contain design or fabrication
faults or defects, which could give rise to disputes in respect of their performance, degradation and reliability giving rise to liability.
Product liability related to defective products could lead to a loss of revenue, claims under warranty, and legal proceedings. Such disputes
could result in a fall-off in demand or harm our reputation for product performance, safety, and/or quality.
We lack sales, marketing and manufacturing experience and will likely
rely on third party marketers.
We have limited experience in sales, marketing, distribution or manufacturing
of photovoltaic and energy capture and conversion and generating products. We expect to manufacture, market, sell or otherwise commercialize
our technology (or any of its derivatives) through distribution and supply-chain channels, co-marketing, co-promotion, or licensing arrangements
with third parties. Therefore, any revenues received by us will be dependent on the efforts of third parties. If any such parties breach
or terminate their agreements with us or otherwise fail to conduct marketing activities successfully and in a timely manner, the commercialization
of our technology (or any of its derivatives) would be delayed or terminated, which would adversely affect our ability to generate revenues
and our profitability.
We may not be able to integrate our process and/or technologies into
a manufacturing process necessary to produce a manufacturable product.
Without sufficient capital, human resources, the appropriate process equipment,
or required supply chain, the Company may not be capable of integrating its process and/or technologies into a manufacturing process necessary
to produce a manufacturable product. The innovation of our processes and technologies is a crucial strategic concern, with mounting pressure
to meet anticipated power, financial, and ROI and IRR for our manufacturers, or sales and distribution channels. If we are unable to integrate
our processes and/or technologies into industry, our product innovations can rapidly become obsolete. LiquidElectricity® Coatings
and related processes and supply chains are highly complex and continuously exposed to a variety of risks such as microeconomics, macroeconomic,
face geopolitical pressures, regulatory requirements, environmental risk and responsibilities, construction risk, and emerging markets.
Integration of our processes is critical to product development and revenue generation. If the process cannot be integrated into industry,
products, or brought to market in a timely manner, the Company, its potential products, and ability to operate may be threatened. Currently,
the integration of our technologies into industrial manufacturing processes is uncertain.
While there are numerous reasons for selecting a manufacturing partner,
there is considerable risk in selecting a manufacturing partner that is the correct fit for the Company. The level and severity of risk
to the Company is associated with cost, resources and resource management, quality control, scaled production, complicated supply chain,
location, corporate culture, management philosophy, market experience, and an adaptable business model. Based on these risks, the Company
may not be able to integrate our process or technology into an existing manufacturing process with an acceptable level of risk.
We could be exposed to liability if we experience security breaches
or other disruptions, which could harm our reputation and business.
We may be subject to cyber-attacks whereby computer hackers may attempt
to access our computer systems or our third-party IT service provider’s systems and, if successful, misappropriate personal or confidential
information. In addition, a contractor or other third party with whom we do business may attempt to circumvent our security measures or
obtain such information and may purposefully or inadvertently cause a breach involving sensitive information. We will continue to evaluate
and implement additional protective measures to reduce the risk and detect cyber incidents, but cyber-attacks are becoming more sophisticated
and frequent, and the techniques used in such attacks change rapidly. Even though we take cyber-security measures that are continuously
reviewed and updated, our information technology networks, and infrastructure may still be vulnerable due to sophisticated attacks by
hackers or breaches.
Even the most well protected IT networks, systems, and facilities remain
potentially vulnerable because the techniques used in security breaches are continually evolving and generally are not recognized until
launched against a target and, in fact, may not be detected. Any such compromise of our or our third party’s IT service providers’
data security and access, public disclosure, or loss of personal or confidential business information, could result in legal claims proceedings,
liability under laws to protect, privacy of personal information, and regulatory penalties, disrupt our operations, require significant
management attention and resources to remedy any damages that result, damage our reputation and customers willingness to transact business
with us, any of which could adversely affect our business.
Litigation and other legal proceedings may adversely affect our business,
financial condition, and results of operations.
From time to time we may become involved in legal proceedings, claims,
government investigations, and other proceedings relating to patent and other intellectual property matters, product liability, labor
and employment, competition or antitrust, commercial, tort or contract, privacy, consumer protection, tax, federal regulatory investigations,
securities (including class action litigation), and other legal proceedings or investigations, which could have an adverse impact on our
business, financial condition, and results of operations and divert the attention of our management from the operation of our business.
Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect how
we operate our business. We could incur judgments or enter into settlements of claims for monetary damages or for agreements to change
the way we operate our business, or both. There may be an increase in the scope of these matters or there may be additional lawsuits,
claims, proceedings or investigations in the future, which could have a material adverse effect on our business, financial condition,
and results of operations. Adverse publicity about regulatory or legal action against us could damage our reputation and brand image,
undermine our members’ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded
or not material to our operations.
We may be held liable for, or incur costs to settle, liability and
remediation claims if any products we develop, or any products that use or incorporate any of our technologies, cause injury or are found
unsuitable during product testing, manufacturing, marketing, sale or use. These risks exist even with respect to products that have received,
or may in the future receive, regulatory approval, registration or clearance for commercial use. We cannot guarantee that we will be able
to avoid product liability exposure.
At the stage customary to do so, we expect to maintain product liability
insurance at levels we believe are sufficient and consistent with industry standards for like companies and products. However, we cannot
guarantee that our product liability insurance will be sufficient to help us avoid product liability-related losses. In the future, it
is possible that meaningful insurance coverage may not be available on commercially reasonable terms or at all. In addition, a product
liability claim could result in liability to us greater than our assets or insurance coverage. Moreover, even if we have adequate insurance
coverage, product liability claims or recalls could result in negative publicity or force us to devote significant time and attention
to these matters, which could harm our business.
Our articles of incorporation provide for indemnification of officers
and directors at our expense and limit their liability, which may result in a major cost to us and hurt the interests of our stockholders
because corporate resources may be expended for the benefit of officers and/or directors and may inhibit actions against our officers
and directors.
Our articles of incorporation and applicable Nevada law provide for the
indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other
expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf.
We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise
to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification
policy could result in substantial expenditures by us, which we will be unable to recoup.
The provisions of the Nevada Revised Statutes and our bylaws may discourage
stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. The provisions may also have the effect
of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise
benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these amended
and restated certificate of incorporation provisions, amended and restated bylaw provisions, indemnification agreements and the insurance
are necessary to attract and retain qualified persons as directors and officers.
We have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or
paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director,
officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter
has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is
against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process
relating to this matter, if it were to occur, is likely to be very costly and may result in us receiving negative publicity, either of
which factors is likely to materially reduce the market and price for our common stock.
Our insurance coverage may not be adequate
to protect us from all business risks.
We may be subject, in the ordinary course of business,
to losses resulting from products liability, accidents, acts of God, and other claims against us, for which we may have no insurance coverage.
As a general matter, the policies that we do have may include significant deductibles or self-insured retentions, and we cannot be certain
that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds
policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results.
Risks Related to Compliance with Laws and Regulations
Our business is and may become subject to complex and evolving
U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection,
e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result
in claims, changes to our products and business practices, monetary penalties, increased cost of operations, or declines in user growth
or engagement, or otherwise harm our business.
We are and may become subject to a variety of laws and regulations in the
United States and abroad that involve matters central to our business and business plan, including privacy, data use, data protection
and personal information, biometrics, encryption, rights of publicity, content, integrity, intellectual property, advertising, marketing,
distribution, data security, data retention and deletion, data localization and storage, data disclosure, artificial intelligence and
machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights,
accessibility, telecommunications, product liability, e-commerce, taxation, economic or other trade controls including sanctions, anti-corruption
and political law compliance, securities law compliance, and online payment services. The introduction of new products, expansion of our
activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other government
scrutiny. In addition, foreign data protection, privacy, content, competition, consumer protection, and other laws and regulations can
impose different obligations or be more restrictive than those in the United States.
These U.S. federal, state, and foreign laws and regulations, which in some
cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant
change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly
in the new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from jurisdiction to jurisdiction
and inconsistently with our current policies and practices. For example, regulatory or legislative actions or litigation affecting the
manner in which we display content to our users, moderate content, or obtain consent to various practices could adversely affect user
growth and engagement. Such actions could affect the manner in which we provide our services or adversely affect our financial results.
These laws and regulations, as well as any associated claims, inquiries,
or investigations or any other government actions, have in the past led to, and may in the future lead to, unfavorable outcomes including
increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational
harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands
or orders that we modify or cease existing business practice.
There may be limitations on the effectiveness of our internal controls,
and the failure of our control systems to prevent error or fraud may materially harm our Company.
We do not expect that internal control over financial accounting and disclosure,
even if timely and well established, will prevent all error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could
materially adversely affect our business.
Our products or the application thereof will be subject to environmental,
occupational safety & health regulations, as well as regulations dealing with, among other matters, harmful or hazardous materials.
Our products will be subject to extensive and increasingly stringent environmental,
occupational safety and health regulations and certifications, including but not limited to, electrical codes, and other state and federal,
foreign laws, regulations, and standards (“Operational Regulations”). If violations of these Operation Regulations
occur, whether unintentional or otherwise, we could be held liable for damages, penalties and costs of remedial actions. These expenses
or this liability could have a significant negative impact on our business, financial condition, and results of operations.
These Operation Regulations could become more stringent over time, imposing
greater compliance costs, and increasing risks and penalties associated with violations. There can be no guarantee that we will not be
required to pay significant fines or compensation because of past, current, or future breaches of Operation Regulations. This exposure
exists even if we are not responsible for the breaches, in cases where they were committed in the past by companies or businesses that
were not part of ours that may be exposed to the risk of claims for breaches of these Operational Regulations. Such claims could adversely
affect our financial position and reputation and require unplanned capital investment. If we fail to conduct our business in full compliance
with the applicable Operation Regulations, the judicial or regulatory authorities could require us to conduct investigations, unplanned
capital investments, and/or implement costly curative measures.
We are subject additional compliance expense as well potential liability
for any alleged violations of the securities laws and regulations to which we are or may be subject (the “Securities
Laws & Regulations”).
As a public company filing periodic and other reports, whether on a mandatory
or voluntary basis, with foreign, federal, or state securities regulators (collectively, “Securities Regulators”),
we incur significant accounting, legal and administrative expenses in connection with our efforts to fully comply with the Securities
Laws & Regulations. This expense may increase significantly should there be any changes in the Securities Laws & Regulations that
impose greater obligations or requirements on us to fully comply. Such costs may adversely impact our other operations including but not
limited to, our research and development efforts.
Moreover, should there be a violation of the Securities Laws & Regulations,
we may be subject to fines, penalties and other sanctions that could adversely impact our ability to continue our research, product development
and commercialization efforts.
Risks Related to Possible
Expansion into Foreign Jurisdictions
We may expand our operations abroad where
we have limited operating experience and may be subject to increased business and economic risks that could affect our financial results.
As we move forward with our strategy of expanding
into new markets, we may enter new international markets where we have limited or no experience in marketing, selling, and deploying our
products. Our operations and performance will become significantly more dependent on worldwide economic conditions. Uncertainty about
global economic conditions ultimately could have a material negative effect on demand for our products and services and, accordingly,
on our business, results of operations and financial condition. In addition to the risks inherent in doing business internationally, as
noted above, if we are unable to expand internationally and manage the complexity of our global operations successfully, our financial
results could be adversely affected.
Risks Related to our Intellectual Property
Our ability to operate profitably is directly related to our ability
to develop, protect, and perfect rights in and to our proprietary technology.
We rely on a combination of trademark, trade secret, nondisclosure, know-how,
copyright, and patent law to protect our technology, which may afford only limited protection.
We may initiate claims or litigation against third parties for infringement
of our proprietary rights or to establish the validity, scope or enforceability of our proprietary rights. Any such claims could be time
consuming, result in costly litigation, or force us to enter into royalty or license agreements rather than dispute the merits of such
claims, requiring us to pay royalties and/or license fees to third parties. There is always a risk that patents, if issued, may be subsequently
invalidated, either in whole or in part and this could diminish or extinguish protection for any technology we may license or may adversely
affect our ability to fully commercialize our technologies.
We generally require our employees, consultants, advisors and collaborators
to execute appropriate agreements with us, regarding the confidential information developed or made known to such persons during the course
of their engagement by us. These agreements provide that any proprietary technologies developed during such engagement are owned by us
and that confidential information pertaining to such technologies will be kept confidential and not disclosed to third parties except
in specific circumstances. These agreements also provide for the assignment to us by any such person of any patents issued with respect
to any such technologies. If these provisions are breached, we may not be able to fully perfect our rights to the technologies in question,
and in some instances, we may not have an appropriate remedy available for the damages that we may incur because of any such breach.
Our proprietary rights may not adequately protect our technologies
and products.
Our commercial success will depend, in part, on our ability to obtain patents
and/or maintain adequate protection for our technologies and products in the United States and other countries. We will be able to protect
our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and products are covered
by valid and enforceable patents or are effectively maintained as trade secrets.
We intend to apply for additional patents for our technologies, applications,
processes, and products, as we deem appropriate. We may, however, fail to apply for patents on important technologies, products, or processes
in a timely manner, if at all. Our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from
practicing our technologies or from developing competing products, processes, or technologies. In addition, the patent positions of alternative
energy technology companies are highly uncertain and involve complex legal and factual questions for which important legal principles
and regulations or policies remain unresolved. As a result, the validity and enforceability of our patents cannot be predicted with certainty.
In addition, we cannot guarantee that:
· we were the first to file patent applications for these inventions;
· any of our pending patent applications will result in issued patents;
· any of our patents will be valid or enforceable;
The actual protection afforded by a patent varies on a product-by-product
basis, from country to country and depends on many factors, including the type of patent, the scope of its coverage, the availability
of regulatory related extensions, the availability of legal remedies in a particular country and the validity and enforceability of the
patents. Our ability to maintain and solidify our proprietary position for our products will depend on our success in obtaining effective
claims and enforcing those claims once granted. Our issued patents and those that may be issued in the future, or those licensed to us,
may be challenged, invalidated, unenforceable or circumvented, and the rights granted under any issued patents may not provide us with
proprietary protection or competitive advantages against competitors with similar products. We also rely on trade secrets to protect some
of our technology, especially where it is believed that patent protection is inappropriate or unobtainable. However, trade secrets are
difficult to maintain. While we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, or scientific
and other advisors may unintentionally or willfully disclose our proprietary information to competitors. Enforcement of claims that a
third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. In addition, non-U.S. courts
are sometimes less willing than U.S. courts to protect trade secrets. If our competitors independently develop equivalent knowledge, methods,
and know-how, we may not be able to assert our trade secrets against them and our business could be harmed.
Confidentiality agreements with employees and others may not adequately
prevent disclosure of trade secrets and other proprietary information.
In order to protect our technologies and processes, we rely in part on
confidentiality agreements with our employees, independent contractors and other advisors. These agreements may not effectively prevent
disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure
of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such
cases we may not be able to assert our trade secret rights against such parties. To the extent that our employees, 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
to related or resulting know-how and inventions. The loss of confidential information or intellectual property rights, including
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.
Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain
or maintain protection of our trade secrets or other proprietary information could harm our business, results of operations, reputation
and competitive position.
We may not be able to adequately protect our intellectual property
right from infringement by unauthorized persons or competitors.
Our business depends on our intellectual property, the protection of which
is crucial to the success of our business. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of technologies, our websites or obtain and use information that we consider proprietary.
We may not be able to discover or determine the extent of any unauthorized
use or infringement or violation of our intellectual property or proprietary rights. Third parties also may take actions that diminish
the value of our proprietary rights or our reputation. The protection of our intellectual property may require the expenditure of significant
financial and managerial resources. Litigation may be necessary in the future to enforce our intellectual property rights, to protect
our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement
or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of resources, the
impairment or loss of portions of our intellectual property and could materially adversely affect our business, financial condition and
operating results. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits
attacking the validity and enforceability of our intellectual property rights. These steps may be inadequate to protect our intellectual
property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized
use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to use information that we
regard as proprietary to create product offerings that compete with ours. We also cannot be certain that others will not independently
develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely
affect our business, financial condition and operating results.
Competitors may adopt service names similar to ours, thereby harming our
ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark
infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms ClearlyElectric
and SolarWindow.ClearlyElectric® LiquidElectricity® or SolarWindow® any of the other trademarks that we own.
We currently operate primarily in the United States. To the extent that
we determine to expand our business internationally, we will encounter additional risks, including different, uncertain or more stringent
laws relating to intellectual property rights and protection.
We may not be able to protect our intellectual property rights throughout
the world.
Filing, prosecuting, and defending patents on all our products in every
jurisdiction would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have not obtained patent
protection to develop their own products. These products may compete with our products and may not be covered by any patent claims or
other intellectual property rights.
The laws of some foreign countries do not protect intellectual property
rights to the same extent as the laws of the United States, and many companies have encountered significant problems in protecting and
defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do
not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the infringement
of our patents. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts
and attention from other aspects of our business.
If we fail to protect our intellectual property rights, our competitors
may take advantage of our ideas and compete directly against us.
Our success will depend, to a significant degree, on our ability to secure
and protect intellectual property rights and enforce patent and trademark protections relating to our technology. While we believe that
the protection of patents and trademarks is important to our business, we also rely on a combination of copyright, trade secret, nondisclosure
and confidentiality agreements, know-how and continuing technological innovation to maintain a competitive position. From time to time,
litigation may be advisable to protect our intellectual property position. However, these legal means afford only limited protection and
may not adequately protect our rights or permit us to gain or keep any competitive advantage. Any litigation in this regard could be costly,
and it is possible that we will not have sufficient resources to fully pursue litigation or to protect our intellectual property rights.
This could result in the rejection or invalidation of our existing and future patents. Any adverse outcome in litigation relating to the
validity of our patents, or any failure to pursue litigation or otherwise to protect our patent position, could materially harm our business
and financial condition. In addition, confidentiality agreements with our employees, consultants, customers, and key vendors may not prevent
the unauthorized disclosure or use of our technology. It is possible that these agreements will be breached or that they will not be enforceable
in every instance, and that we will not have adequate remedies for any such breach. Enforcement of these agreements may be costly and
time consuming. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the
laws of the United States of America.
Our intellectual property rights may not be sufficient to protect
our competitive position and to prevent others from manufacturing, using or selling competing products.
The scope of our owned property rights may not be sufficient to prevent
others from manufacturing, using or selling competing products. Competitors could purchase our product and attempt to replicate some or
all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, design
around our protected technology or develop their own competitive technologies and thereby avoid infringing our intellectual property rights.
If our intellectual property is not sufficient to effectively prevent our competitors from developing and selling similar products, our
competitive position and our business could be adversely affected.
We may be accused of infringing the intellectual property rights
of others.
We cannot guarantee that we will not become the subject of infringement
claims or legal proceedings by third parties with respect to our current or future technological developments. Any such claims could be
time-consuming, result in costly litigation and could ultimately lead to a determination that our technology, or any of its derivatives,
infringes on a third party's patent rights.
We may need to curtail or cease operations if, in the future, we
are unable to obtain additional licenses pursuant to our collaborative development agreements required to maintain our rights to market
products, if any, developed by us.
We may not retain all rights to developments, inventions, patents, and
other proprietary information resulting from any collaborative arrangements, whether in effect as of the date hereof or which may be entered
into at some future time with third parties. As a result, we may be required to license such developments, inventions, patents, or other
proprietary information from such third parties, possibly at significant cost to us. Our failure to obtain and maintain any such licenses
could have a material adverse effect on our business, financial condition, and results of our operations. In particular, the failure to
obtain a license could prevent us from using or commercializing our technology.
Our failure to secure trademark registrations could adversely affect
our business and our ability to market our products.
Our trademark applications in the United States and any other jurisdictions
where we may file may not be allowed for registration, and our registered trademarks may not be maintained or enforced. During trademark
registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable
to overcome such rejections. In addition, in the USPTO and in corresponding foreign agencies, third parties are given an opportunity to
oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed
against our applications and/or registrations, and our applications and/or registrations may not survive such proceedings. Failure to
secure such trademark registrations in the United States and in foreign jurisdictions could adversely affect our business and our ability
to market our products.
We may be unable to adequately prevent disclosure of trade secrets
and other proprietary information, or the misappropriation of the intellectual property we regard as our own.
We rely on trade secrets to protect our proprietary know-how and technological
advances, particularly where we do not believe patent protection is appropriate or obtainable. Nevertheless, trade secrets are difficult
to protect. We rely in part on confidentiality agreements with our employees, consultants, third party contractors, third party collaborators
and other advisors to protect our trade secrets and other proprietary information. These agreements generally require that the other party
to the agreement keep confidential and not disclose to third parties all confidential information developed by us or made known to the
other party by us during the course of the other party’s relationship with us. These agreements may not effectively prevent disclosure
of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information.
Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or
will be, adequate. If we were to seek to pursue a claim that a third party had illegally obtained and was using our trade secrets, it
would be expensive and time-consuming, and the outcome would be unpredictable. Further, courts outside the United States may be less willing
to protect trade secrets. In addition, others may independently discover our trade secrets and proprietary information and therefore be
free to use such trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine
the scope of our proprietary rights. In addition, our trade secrets and proprietary information may be misappropriated as a result of
breaches of our electronic or physical security systems in which case we may have no legal recourse. Failure to obtain, or maintain, trade
secret protection could enable competitors to use our proprietary information to develop products that compete with our products or cause
additional, material adverse effects upon our competitive business position.
Our pending or future patent applications may not result in issued
patents, and we cannot predict how long it may take for a patent to issue on any of our pending patent applications, assuming a patent
is issued.
Other parties may challenge patents issued or exclusively licensed to us,
or courts or administrative agencies may hold our patents or the patents we license on an exclusive basis to be invalid or unenforceable.