{"url_path":"/sec/aifa/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1708341/0001213900-26-068870-index.html","accession_number":"0001213900-26-068870","cik":"0001708341","ticker":"AIFA","issuer_name":"All In FutureTech Alliance, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1708341/0001213900-26-068870-index.html","primary_entity_key":"0001708341","primary_entity_name":"All In FutureTech Alliance, Inc."},"word_count":1007,"has_tables":true,"body_markdown":"**ITEM\n1A. RISK FACTORS.**\n\n** **\n\nIn\naddition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors”\nin the Company’s Form 10-K for the year ended December 31, 2025 and our other public filings, which could materially affect\nour business, financial condition or future results. Except as listed below, there have been no material changes from risk factors previously\ndisclosed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on\nMay 22, 2026.\n\n \n\n**We\nhave received a Nasdaq Staff determination to delist our common stock and there can be no assurance that our common stock will continue\nto be listed on Nasdaq. Our continued eligibility for listing on The Nasdaq Capital Market depends upon our compliance with Nasdaq’s\ncontinued listing standards.**\n\n** **\n\nOn\nMay 6, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company\nthat Nasdaq had determined to delist the Company’s common stock. The Staff determination was based on the Company’s failure\nto regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, during the applicable\ncompliance period, as well as the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December\n31, 2025.\n\n \n\n31\n\n \n\nSubsequently,\non May 19, 2026, the Company received an additional notice from Nasdaq stating that the Company’s failure to timely file its Quarterly\nReport on Form 10-Q for the quarter ended March 31, 2026 constituted an additional basis for delisting under Nasdaq Listing Rule 5250(c)(1).\nAlthough the Company subsequently filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and is filing the\nQuarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Company remains subject to Nasdaq’s review process and\ncontinues to work to regain compliance with the minimum bid price requirement\n\n \n\nThe\nCompany timely requested a hearing before a Nasdaq Hearings Panel. While the hearing request may stay any immediate suspension or delisting\naction pending the Panel’s decision, there can be no assurance that the Panel will grant the Company’s request for continued\nlisting, permit additional time to regain compliance, or determine that the Company has adequately demonstrated its ability to satisfy\nNasdaq’s continued listing standards.\n\n \n\nThe\nCompany has implemented, or is in the process of implementing, various corrective measures intended to regain compliance, including the\nfiling of its Annual Report on Form 10-K, for the fiscal year ended December 31, 2025, the filing of its Quarterly Report on Form 10-Q\nfor the quarter ended March 31, 2026, the approval and implementation of a 1-for-6 reverse stock split, and other corporate actions.\nHowever, there can be no assurance that such efforts will be successful or that the Company will regain compliance within any period\npermitted by Nasdaq.\n\n \n\nIf\nthe Company’s common stock is delisted from Nasdaq, the Company and its stockholders could face significant adverse consequences,\nincluding reduced liquidity and marketability of the Company’s common stock, increased volatility in the trading price of the Company’s\ncommon stock, reduced analyst coverage, diminished access to the capital markets, increased difficulty obtaining financing, reduced attractiveness\nto strategic investors and business partners, and a potential determination that the Company’s common stock constitutes a “penny\nstock.” Any such delisting could materially and adversely affect the Company’s business, financial condition, results of\noperations, prospects and ability to execute its strategic objectives.\n\n \n\n**Our recently completed 1-for-6\nreverse stock split may not enable us to regain or maintain compliance with Nasdaq listing requirements and may adversely affect the\nmarket price and liquidity of our common stock.**\n\n \n\nOn June 11, 2026, the Company effected a 1-for-6 reverse stock split\nof its common stock, which became effective at 5:01 p.m. Eastern Time. Trading of the Company’s common stock on a split-adjusted\nbasis commenced on June 12, 2026. The reverse stock split was implemented as part of the Company’s efforts to regain compliance\nwith Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, and to support the Company’s continued\nlisting on The Nasdaq Capital Market.\n\n \n\nThe reverse stock split does not itself result in compliance with Nasdaq’s\nminimum bid price requirement. The Company must continue to satisfy Nasdaq’s continued listing standards, including maintaining\na minimum closing bid price of at least $1.00 per share for the period required by Nasdaq. There can be no assurance that the market price\nof the Company’s common stock will remain above such threshold following the reverse stock split or that Nasdaq will determine that\nthe Company has regained compliance with applicable listing standards.\n\n \n\nThere can be no assurance that the reverse stock split will result\nin a sustained increase in the market price of the Company’s common stock, improve investor confidence, increase trading activity,\nor otherwise enable the Company to regain or maintain compliance with Nasdaq’s continued listing standards. The market price of\nthe Company’s common stock may decline following the reverse stock split, and any increase resulting from the reverse stock split\nmay not be proportional to the reduction in the number of outstanding shares.\n\n \n\nIn addition, the reverse stock split may reduce the liquidity of the\nCompany’s common stock, increase share price volatility, discourage certain investors from purchasing or holding the Company’s\ncommon stock, increase transaction costs for stockholders, and adversely affect overall market perception of the Company.\n\n \n\nAlthough the Company believes that the reverse stock split may assist\nin its efforts to regain compliance with Nasdaq listing requirements, the Company may be required to undertake additional actions to regain\nor maintain compliance with Nasdaq’s continued listing standards. If the reverse stock split does not achieve its intended purpose,\nor if the Company is otherwise unable to regain or maintain compliance with Nasdaq listing requirements, the Company may remain subject\nto delisting proceedings, which could materially and adversely affect the Company’s business, financial condition, results of operations,\nprospects and ability to raise additional capital.\n\n \n\n32"}