{"url_path":"/sec/catg/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","accession_number":"0001753926-26-000917","cik":"0001470129","ticker":"VIIQ","issuer_name":"VisitIQ Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","primary_entity_key":"0001470129","primary_entity_name":"VisitIQ Corp."},"word_count":14115,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors.**\n\n \n\nIn addition to the other information set forth in this Annual\nReport on Form 10-K, you should carefully consider the risks and uncertainties described below, which could materially adversely\naffect our business, operating results, financial condition, and cash flow.\n\n \n\n**Risks Related to Our Business and Our Industry**\n\n \n\n**Our success and revenue growth depends on our ability\nto add and retain customers.**\n\n \n\nOur success is dependent on regularly adding\nnew customers and increasing our existing customers’ usage of our platform and added features. Our customers may also choose\nto decrease their overall marketing spend for any reason, including if they do not believe they are generating a sufficient return\non their marketing spend. Further, we may not be successful at educating and training our new and existing customers on how to\nuse our platform.\n\n \n\nAccordingly, we must continually work to\nwin new customers and educate and retain existing customers, increase their usage of our platform and capture a larger share of\ntheir marketing spend.\n\n \n\n**We are subject to payment-related\nrisks if customers dispute, do not pay their invoices, or decrease their amount of spend due to unforeseen downturns in their financial\ncondition. Any decreases or significant delays in payments could have a material adverse effect on our business, operating results\nand financial condition. These risks may be heightened during economic downturns or customer impacts from such downturns, including\nsupply chain disruptions or shortages.**\n\n \n\nWe may become involved in disputes with\nour customers over the operation of our platform, the terms of our agreements or our billings for purchases made by them through\nour platform. In the past, certain customers have sought to slow their payments to us or been forced into filing for bankruptcy\nprotection, resulting in delay or cancelation of their pending payments to us. In certain cases, customers have been unable to\ntimely make payments, and we have suffered losses. Certain of our contracts with marketing agencies state that if their customer\ndoes not pay the agency, the agency is not liable to us, and we must seek payment solely from their customer, a type of arrangement\ncalled sequential liability. Contracting with these agencies, which in some cases have or may develop higher-risk credit profiles,\nmay subject us to greater credit risk than if we were to contract directly with the customer.\n\n \n\nIf we are unable to collect customers’\nfees on a timely basis or at all, we could incur write-offs for bad debt, which could have a material adverse effect on our business,\noperating results and financial condition for the periods in which the write-offs occur. In the future, bad debt may exceed reserves\nfor such contingencies, and our bad debt exposure may increase over time. Even if we are not paid by our customers on time or at\nall, we may still be obligated to pay for the inventory we have purchased for our customers’ marketing campaigns, and consequently,\nour results of operations and financial condition would be adversely impacted.\n\n \n\n**We may experience fluctuations in\nour operating results which could make our future operating results difficult to compare and predict. Consequently, we may not\nbe able to meet our expectations or those of securities analysts and investors.**\n\n \n\nOur quarterly and annual operating results\nhave fluctuated in the past, and we expect our future operating results to fluctuate due to a variety of factors, many of which\nare beyond our control. Our liquidity and revenue can fluctuate quarter to quarter as certain of our customers have seasonal marketing\nactivity. In addition, the varying nature of our pricing mix between periods, customers and products may also make it more difficult\nfor us to forecast our future operating results. Further, these factors may make it more difficult to make comparisons between\nprior, current and future periods. As a result, period-to-period comparisons of our operating results should not be relied upon\nas an indication of our future performance.\n\n \n\n22\n\n \n\n \n\nIn addition, the following factors may cause our operating results\nto fluctuate:\n\n \n\n \n●\nchanges in our pricing policies, the pricing policies of our competitors and the pricing or availability of data or other third-party services;\n\n \n●\nthe seasonal budgeting cycles and internal marketing budgeting and strategic purchasing priorities of our customers;\n\n \n●\nour ability to retain and attract top talent;\n\n \n●\nour ability to anticipate or respond to changes in the competitive landscape, or improvements in the functionality of competing solutions that reduce or eliminate one or more of our competitive advantages;\n\n \n●\nour ability to maintain and expand our relationships with data centers and strategic third-party technology vendors, who provide floor space, bandwidth, cooling and physical security services on which our platform operates;\n\n \n●\nour ability to successfully expand our business internationally;\n\n \n●\nthe emergence of significant privacy, data protection, security or other threats, regulations or requirements applicable to our business and shifting views and behaviors of consumers concerning use of data and data privacy;\n\n \n●\ngeneral economic and market conditions, including as a result of changes in U.S. trade policies, such as new or increased tariffs and retaliatory responses from other countries, and the resulting impact on our customers’ businesses;\n\n \n●\nextraordinary expenses, such as litigation or other dispute-related settlement payments; and\n\n \n●\nfuture accounting pronouncements or changes in our accounting policies.\n\n \n\nAny one of the factors referred to above\nor herein or the cumulative effect of any combination of factors referred to above or herein may result in our operating results\nthat are below our expectations and the expectations of securities analysts and investors, or may result in significant fluctuations\nin our quarterly and annual operating results, including fluctuations in our key performance indicators (“KPIs”). This\nvariability and unpredictability could result in our failure to meet our business plan or the expectations of securities analysts\nor investors for any period. In addition, a significant percentage of our operating expenses are fixed in nature in the short term\nand based on forecasted revenue trends. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate the\nnegative impact on our results of operations in the short term.\n\n \n\n**If we do not manage our growth effectively,\nthe quality of our platform and solutions may suffer, and our business, operating results and financial condition may be adversely\naffected.**\n\n \n\nThe planned growth in our business may\nplace demands on our infrastructure and our operational, managerial, administrative and financial resources. Our success will\ndepend on the ability of our management to manage growth effectively. Among other things, this will require us at various times\nto:\n\n \n●\nstrategically invest in the development and enhancement of our platform and data center infrastructure;\n\n \n●\nimprove coordination among our engineering, product, operations and other support organizations;\n\n \n●\nmanage multiple relationships with various partners, customers and other third parties;\n\n \n●\ndevelop our operating, administrative, legal, financial and accounting systems and controls; and\n\n \n●\nrecruit, hire, train and retain personnel, especially those possessing extensive engineering skills and experience in complex technologies and data sciences, of which there is limited supply and increasing demand.\n\n \n\nIf we do not manage our growth well, the\nefficacy and performance of our platform may suffer, which could harm our reputation, reduce demand for our platform and solutions\nand have an adverse effect on our business, operating results and financial condition.\n\n \n\n**Our industry is intensely competitive,\nand if we do not effectively compete against current and future competitors or fail to innovate and make the right investment decisions\nin our product offerings and platform, our business, operating results and financial condition could be harmed.**\n\n \n\nOur industry is intensely competitive.\nTo sustain and grow our revenue, we must continuously respond to the different trends driving our industry.\n\n \n\nThere has also been rapid evolution and\nconsolidation in the marketing technology industry, and we expect this trend to continue. Larger companies typically have more\nassets to purchase emerging companies or technologies, which gives them a competitive edge. If we are not able to effectively compete\nwith these consolidated companies, we may not be able to maintain our market share and may experience a reduction in our revenue.\n\n \n\n23\n\n \n\n \n\nOur industry is subject to rapid and frequent\nchanges in technology, evolving customer needs and the frequent introduction of new and enhanced offerings by our competitors,\nmaking it intensely competitive. To sustain and grow our revenue, we must continuously respond to the different trends driving\nour industry. We must regularly make investment decisions regarding offerings and technology to maintain the technological competitiveness\nof our products and platform and meet customer demand and evolving industry standards. As we continue to grow and attract a broader\ncustomer base, we will have to invest more time and effort to maintain a certain level of performance in our products and platform.\n\n \n\nThe complexity and uncertainty regarding\nthe development of new technologies and the extent and timing of market acceptance of innovative products and solutions create\ndifficulties in maintaining this competitiveness. The success of any enhancement or new solution depends on many factors, including\ntimely completion, adequate quality testing, appropriate introduction and market acceptance. If our competitors are able to orientate\ntheir product to meet the specific needs of a particular industry better than us, they may be able to amass market share faster\nthan us and by consequence, reduce our current and future revenues.\n\n \n\nWithout the timely introduction of new\nproducts, solutions and enhancements, our offerings could become technologically or commercially obsolete over time, or we may\nbe required to make unanticipated and costly changes to our platform or business model, in which case our revenue and operating\nresults would suffer. New customer demands, superior competitive offerings or new industry standards could require us to make unanticipated\nand costly changes to our platform or business model. If we fail to enhance our current products and solutions or fail to develop\nnew products to adapt to our rapidly changing industry or to evolving customers’ needs, demand for our platform could decrease,\nand our business, operating results and financial condition may be adversely affected.\n\n \n\n**Our success depends on our ability\nto retain key members of our management team, and on our ability to hire, train, retain and motivate new employees.**\n\n \n\nOur success depends upon the continued\nservice of members of our senior management team and other key employees. We do not maintain “key person” insurance\nfor any member of our senior management team or any of our other key employees. Our senior management and key personnel are all\nemployed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without\nnotice. As a result, we may be unable to retain them, which could make it difficult to operate our business, cause us to lose expertise\nor know-how and increase our recruitment and training costs.\n\n \n\nOur success also depends on our ability\nto hire, train, retain and motivate new employees. We have incurred stock-based compensation expense and will continue to incur\nstock-based compensation expense in future years as a result of our VisitIQ Corp. 2025 Incentive Award Plan (the “Incentive\nPlan”), under which we grant time-based stock option awards. Competition for employees in our industry can be intense, and\nwe compete for experienced personnel with many companies that have greater resources than we have. We believe that there is significant\ncompetition for sales personnel with the sales skills and technical knowledge that we require. Our ability to achieve growth in\nrevenue in the future will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales\npersonnel with relevant industry knowledge and strong selling skills.\n\n \n\n**Acquisitions or strategic investments\ncould be difficult to identify and may divert the attention of management and disrupt our business, dilute stockholder value and\nadversely affect our business, operating results and financial condition.**\n\n \n\nAs part of our growth strategy, we may\nacquire or invest in other businesses, assets or technologies that are complementary to and fit within our strategic goals. Acquisitions\nare inherently risky and if they fail, they can result in costly remediating steps such as litigation and divesture. Any acquisition\nor investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities\nor incur debt. The anticipated benefits of any acquisition or investment may not be realized, and we may be exposed to unknown\nrisks, any of which could adversely affect our business, operating results and financial condition, including risks arising from: \n\n \n\n \n●\nineffectiveness or incompatibility of acquired technologies or solutions;\n\n \n\n24\n\n \n\n \n\n \n●\npotential loss of key employees of the acquired businesses;\n\n \n●\ninability to maintain key business relationships and reputations of the acquired businesses;\n\n \n●\ndiversion of management attention from other business concerns;  \n\n \n●\nlitigation arising from the acquisition or the activities of the acquired businesses, including claims from terminated employees, customers, former stockholders or other third parties and intellectual property disputes;\n\n \n●\nassumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability;\n\n \n●\nweak, ineffective, or incomplete data privacy compliance strategies by the acquired company resulting in our inability to use acquired data assets;\n\n \n●\nfailure to accurately forecast the financial or other business impacts of an acquisition; and\n\n \n●\nimplementation or remediation of effective controls, procedures and policies for acquired businesses.\n\n \n\nTo fund acquisitions, we may pay cash,\nwhich would diminish our cash reserves, or issue additional shares of our common stock, which could dilute current stockholders’\nholdings in our company. Borrowing to fund an acquisition would result in increased fixed obligations and could also subject us\nto covenants or other restrictions that could limit our ability to effectively run our business.\n\n \n\n**We may be adversely affected by the\neffects of inflation.**\n\n \n\nInflation has the potential to adversely\naffect our liquidity, business, operating results and financial condition by increasing our overall cost structure, particularly\nif we are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy\nhas resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange\nrates and other similar effects. As a result of inflation, we have experienced, and may continue to experience, cost increases.\nMeasures to mitigate inflationary impacts may not be effective, or there could be a difference between the timing of when these\nbeneficial actions impact our results of operations and when increased costs due to inflation are incurred.\n\n \n\n**Our business is subject to the risk\nof catastrophic events such as pandemics, hurricanes, wildfires, tornadoes, earthquakes, extreme weather events, flooding, droughts\nand power outages, and to business and operational interruption by man-made problems such as war, conflicts and terrorism.**\n\n \n\nOur business is vulnerable to damage or\ninterruption from pandemics, hurricanes, wildfires, tornadoes, earthquakes, extreme weather events, flooding, droughts, power outages,\ntelecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. A significant natural\ndisaster could have a material adverse effect on our business, operating results, and financial condition, and our insurance coverage\nmay be insufficient to compensate us for losses that we may incur. Climate change and other environmental and social pressures\nare expected to increase the frequency and intensity of certain such events, as well as contribute to chronic changes (such as\nchanges to water levels and meteorological and hydrological patterns) that may result in similar risks. As we rely heavily on our\ndata center facilities, computer and communications systems and the Internet to conduct our business and provide high-quality customer\nservice, any disruptions of the foregoing could negatively impact our ability to run our business and either directly or indirectly\ndisrupt publishers’ and partners’ businesses, which could have an adverse effect on our business, operating results,\nand financial condition.\n\n \n\nPandemics, or other health crises could\nhave a material negative impact on economic and market conditions around the world, which could have a significant negative impact\non our and our customers, suppliers’ or other partners’ business, operating results, and financial condition. Further,\nactual or threatened war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty could have a similar\neffect on our and our customers, suppliers’ or other partners’ business, financial condition or growth strategy.\n\n \n\n25\n\n \n\n \n\n**If we are not able to maintain\nand enhance our reputation and brand recognition, our business, financial conditions and results of operations will be harmed.**\n\n \n\nWe believe that maintaining and\nenhancing our reputation and brand recognition is critical to our relationships with existing subscribing customers and our ability\nto attract new subscribing customers. The promotion of our brand may require us to make substantial investments and we anticipate\nthat, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive.\nOur marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased\nrevenue, the increased revenue may not offset the expenses we incur, and our results of operations could be harmed. In addition,\nany factor that diminishes our reputation or that of our management, including failing to meet the expectations of our customers,\ncould make it substantially more difficult for us to attract new customers. Similarly, because our subscribing customers often\nact as references for us with prospective new customers, any existing customer that questions the quality of our work or that of\nour employees could impair our ability to secure additional new customers. If we do not successfully maintain and enhance our reputation\nand brand recognition with our customers, our business may not grow and we could lose these relationships, which would harm our\nbusiness, financial condition, and results of operations.\n\n \n\n**We may not be able to add\nnew customers, retain existing customers, or increase sales to existing customers, which could adversely affect our business, results\nof operations, and financial condition.**\n\n \n\nWe derive, and expect to continue to derive,\nthe significant majority of our revenue from the sale of subscriptions to our platform. Our business and our growth are dependent\non our ability to continue to attract and acquire new customers while retaining existing customers and expanding both their usage\nof our platform and the products we sell to them. The demand for our products may be inhibited, and we may be unable to grow our\nbusiness and customer base, for a number of reasons, including, but not limited to:\n\n \n\n \n●\nour failure to develop or offer new or enhanced products or features in a timely manner that keeps pace with new technologies, competitor offerings, and the evolving needs of our customers;\n\n \n●\ndifficulties providing or maintaining a high level of customer satisfaction, which could cause our existing customers to cancel or decrease their subscriptions or stop referring prospective customers to us;\n\n \n●\nincreases in our customer churn, decreases in our customer renewals or our failure to convert customers from lower tiers to higher tier priced subscriptions;\n\n \n●\nperceived or actual security, availability, integrity, privacy, reliability, quality, or compatibility problems with our platform, including unscheduled downtime, outages, or security breaches;\n\n \n●\nchanges in search engine ranking algorithms or in search terms used by potential customers;\n\n \n●\nour inability to market our platform in a cost-effective manner to new customers or to our existing customers due to changes in regulation, or changes in the enforcement of existing regulation, that would affect our marketing or pricing practices;\n\n \n●\nunexpected increases in the costs of acquiring new customers;\n\n \n●\nour ability to expand into new industry verticals and use cases; and\n\n \n●\nour ability to expand into new geographic regions.\n\n \n\nIn order for us to sustain demand for our\nproducts and maintain or increase our revenue growth, it is important that our customers renew and/or expand their subscriptions.\nMost of our customers’ subscriptions with us are month-to-month, and they therefore have no obligation to renew their subscriptions\nor maintain their usage levels. Some of our customers have elected not to renew their subscriptions with us in the past, and it\nis difficult to accurately predict long-term customer retention. Further, to achieve continued growth, we must not only maintain\nour relationships with our existing customers, but expand our commercial relationships with our existing customers and encourage\nthem to increase usage of our platform.\n\n \n\nIn order to increase our sales to new and\nexisting customers, we may need to significantly expand our selling and marketing operations, including our sales force and third-party\nreferral and marketing agency partners, and continue to dedicate significant resources to selling and marketing programs, both\ndomestically and internationally. We rely on our marketing agency partners to provide certain services to our customers, as well\nas refer new customers to our platform. Our ability to increase our customer base and achieve broader market acceptance of our\nplatform will depend, in part, on our ability to effectively organize, focus, and train our selling and marketing personnel, attract\nnew marketing agency partners and retain existing marketing agency partners.\n\n \n\n26\n\n \n\n \n\nAny failure to continue to attract new\ncustomers, retain existing customers or increase usage of our platform by existing customers could have a material adverse effect\non our business, results of operations, and financial condition.\n\n \n\n**The estimates of market opportunity\nand forecasts of market growth included in this Annual Report may prove to be inaccurate, and even if the markets in which we\ncompete achieve the forecasted growth, our business may not grow at similar rates, or at all.**\n\n \n\nMarket opportunity estimates and growth\nforecasts included in this Annual Report are subject to significant uncertainty and are based on assumptions and estimates which\nmay not prove to be accurate. The estimates and forecasts included in this Annual Report relating to size and expected growth\nof our target market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasts\nincluded in this Annual Report, our business may not grow at similar rates, or at all. Our growth is subject to many factors,\nincluding our success in implementing our business strategy, which is subject to many risks and uncertainties.\n\n \n\n**AI and Machine Learning are\nemerging technologies and involve significant risks and uncertainties.**\n\n \n\nThe fields of AI and machine learning (“ML”)\nare characterized by rapid technological advancements and are subject to significant risks and uncertainties. Our operations and\nfuture success are substantially dependent on our ability to develop, integrate, and effectively utilize AI and ML technologies.\nGiven the experimental nature of these technologies, we face challenges related to the design, development, and practical implementation\nof AI and ML algorithms. These technologies are also subject to evolving industry standards, regulatory constraints, and may give\nrise to ethical and legal considerations that could affect their utilization and public acceptance. Furthermore, the complexity\nof AI and ML systems increases the risk of unforeseen operational failures and the potential for biased or incorrect outputs, which\ncould lead to reputational harm or liability. There is also the possibility that the AI and ML models we develop may not perform\nas expected when deployed in real-world scenarios, which could hinder our product offerings and impact our competitiveness in the\nmarket. Investors should be aware that our investment in these technologies may not yield the intended results, and the failure\nto effectively address these risks and uncertainties may materially and adversely affect our business and operational results.\n\n \n\n**The risk of non-compliance with laws and regulations,\nincluding, but not limited to, the risk of changes to laws and regulations, could adversely affect our business.**\n\n \n\nOur business is regulated by numerous governmental\nagencies and other regulatory bodies. Violations of these laws and regulations could result in fines or penalties or other sanctions\nwhich could have a material adverse impact on our business. Additionally, our ability to operate and grow our business depends\non laws and regulations that govern the frequency bands and/or orbital locations we operate in or may operate in in the future.\n\n \n\nThese laws and regulations are subject\nto the administrative and political process and do change from time to time. We may be affected by changes to government\nleadership and policy changes resulting from new leaders. We have been subject to such changes in the past and may\nbe subject to such changes in the future and those changes may negatively impact us, including but not limited\nto, the addition of new regulations, the modification or rescission of past regulations which may be favorable and the increase\nor decrease of government programs which us or our subscribers may be recipients. Our business could suffer a material adverse\nimpact if laws and regulations change and we are not able to adapt to these changes efficiently.\n\n  \n\nAdditionally, we are subject to emerging\nand evolving regulatory requirements and frameworks regarding environmental, social and governance matters, including, but not\nlimited to, potential new or revised disclosure rules proposed by the SEC and recently enacted or proposed legislation in jurisdictions\nsuch as California. The ultimate scope of these regulations may change as they are finalized, and they may not be uniform across\njurisdictions. Meeting these obligations may require significant investments of time, capital and personnel.\n\n \n\n27\n\n \n\n \n\n**Risks Related to Our Indebtedness, Liquidity and Financial\nPosition**\n\n \n\n**We will need additional capital in\nthe future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on\nfavorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.**\n\n \n\nWe will need to raise additional capital\nto fund operations in the future or to finance acquisitions or other business objectives. Such additional capital may not be available\non favorable terms or at all. Currently, we rely on financing from our largest stockholder, Arena Investors, L.P. (together with\nits affiliates, “Arena”), to conduct our operations and pursue our business objectives. Lack of sufficient capital\nresources could significantly limit our ability to meet our financial obligations or to take advantage of business and strategic\nopportunities. Any additional capital raised through the sale of equity or convertible debt securities would dilute stock ownership,\nand any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common\nstock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities\nand other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue\nbusiness opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms\nsatisfactory to us when we require it, we may be required to delay, reduce the scope of, or eliminate material parts of our business\nstrategy, including potential additional acquisitions or development of new technologies and geographic expansion.\n\n \n\n**Risks Related to Certain Tax Matters**\n\n \n\n**Our ability to use our net operating loss carryforwards\nand certain other tax attributes may be limited.**\n\n \n\nWe have incurred substantial net operating losses (“NOLs”)\nduring our history. Under the rules of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation\nundergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity\nownership over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax\nattributes to offset its post-change taxable income may be limited. The applicable rules generally focus on changes in ownership\namong stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a corporation, as well\nas changes in ownership arising from new issuances of stock by the corporation. We may experience ownership changes in the future\nas a result of future changes in our stock ownership, some of which changes may be outside our control. Similar provisions of state\ntax law may also apply to our state NOLs. As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards\nto offset post-change taxable income may be subject to limitations. For these reasons, we may not be able to utilize a material\nportion of our NOLs and other tax attributes, which could adversely affect our future cash flows.\n\n \n\n**Risks Related to Public Reporting Matters and an Investment\nin Our Common Stock**\n\n \n\n**We may issue additional equity or\ndebt securities in the future in order to raise capital. Additional issuances of equity securities would dilute the investment\nof our current stockholders and could cause the market price of our common stock to decline, and we may also expend substantial\nfunds to satisfy a portion of our tax withholding and remittance obligations that arise upon the vesting and/or settlement of certain\nof our option awards, which may have an adverse effect on our financial condition and results of operations.**\n\n \n\nIssuing\nadditional equity securities to finance future developments and acquisitions instead of incurring additional debt would dilute\nthe interests of our existing stockholders. Further, sales of a substantial number of shares of our common stock, particularly\nsales by our directors, executive officers and significant stockholders, or the perception that these sales might occur, could\ndepress the market price of our common stock and impair our ability to raise additional capital through the sale of equity. Our\ndirectors, executive officers and employees and, in certain instances, contractors, hold shares of common stock subject to outstanding\noptions, time-based and performance-based option awards under our Incentive Plan. Those shares and the shares reserved for future\nissuance under our Incentive Plan are and will become eligible for sale in the public market, subject to certain legal and contractual\nlimitations. We cannot be certain whether and how many restricted stock units will satisfy their performance-based vesting conditions.\nFurther, certain holders of our common stock have rights, subject to certain conditions, to require us to file registration statements\ncovering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders.\nWe are unable to predict the effect that such sales related to the foregoing may have on the prevailing market price of our common\nstock.\n\n \n\n28\n\n \n\n \n\n**The nature of our business requires\nthe application of accounting guidance that requires management to make estimates and assumptions. Reported results under GAAP\nmay vary from key metrics used to measure our business. Additionally, changes in accounting guidance may cause us to experience\ngreater volatility in our quarterly and annual results.**\n\n \n\nWe prepare our consolidated financial statements\nto conform to United States Generally Accepted Accounting Principles (“GAAP”). These accounting principles are subject\nto interpretation by the SEC, Financial Accounting Standards Board (“FASB”), and various bodies formed to interpret\nand create accounting rules and regulations. Accounting standards, such as ASC 606—Revenue from Contracts with Customers,\nor the guidance relating to interpretation and adoption of standards could have a significant effect on our financial results and\ncould affect our business. Additionally, the FASB and the SEC are focused on the integrity of financial reporting, and our accounting\npolicies are subject to scrutiny by regulators and the public.\n\n \n\nWe cannot predict the impact of future\nchanges to accounting principles or our related accounting policies on our financial statements going forward. In addition, were\nwe to change our accounting estimates our reported revenue and results of operations could be significantly impacted. If we are\nunsuccessful in adapting to the requirements of any new standard, then we may experience greater volatility in our quarterly and\nannual results, which may cause our stock price to decline.\n\n \n\nIn addition, GAAP requires management to\nmake estimates and assumptions that affect the amounts reported in the consolidated financial statements. We base our estimates\non historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Such estimates\nand assumptions are, by their nature, subject to substantial risks and uncertainties and factors may arise over time that lead\nus to change our methods, estimates, and judgments. Changes in those methods, estimates, and judgments could significantly affect\nour results of operations.\n\n \n\n**If we fail to maintain an effective\nsystem of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial\nstatements or comply with applicable regulations could be impaired.**\n\n \n\nEnsuring that we have adequate internal\nfinancial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly\nand time-consuming effort that needs to be re-evaluated frequently. We may have a need for additional resources within the accounting\nand finance functions due to the increasing need to produce timely financial information and to ensure the level of segregation\nof duties customary for a U.S. public company. We continue to reassess the sufficiency of finance personnel in response to these\nincreasing demands and expectations.\n\n \n\nOur management is responsible for establishing\nand maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of\nour financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted\naccounting principles. Our management does not expect that our internal control over financial reporting will prevent or detect\nall errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute,\nassurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no\nevaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control\nissues and instances of fraud, if any, within our company will have been detected. We have in the past experienced, and may in\nthe future experience material weaknesses in our internal control over financial reporting. Our failure to remediate these material\nweaknesses and maintain effective internal control over financial reporting could result in material misstatements in our financial\nstatements, the inability to timely report our financial condition or results of operations, investors losing confidence in our\nreported financial information and our stock price being adversely affected.\n\n  \n\n**Anti-takeover provisions contained\nin our charter documents and Nevada law could prevent a takeover that stockholders consider favorable and could also reduce the\nmarket price of our stock.**\n\n \n\nWe are a Nevada corporation and the anti-takeover\nprovisions of the Nevada Revised Statutes may discourage, delay, or prevent a change in control by prohibiting us from engaging\nin a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder,\neven if a change in control would be beneficial to our existing stockholders. An interested stockholder is a person who, together\nwith the affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) ten percent or more\nof the Company’s capital stock entitled to vote.\n\n \n\n29\n\n \n\n \n\nIn addition, our Second Amended and Restated\nArticles of Incorporation (our “charter”) and bylaws (our “bylaws”) may discourage, delay, or prevent\na change in our management or control over us that stockholders may consider favorable. Our charter and our bylaws (i) authorize\nthe issuance of “blank check” preferred stock that could be issued by our Board of Directors (“Board”)\nto thwart a takeover attempt; (ii) provide that vacancies on our Board may be filled by the directors then in office, and (iii)\nprovide that the Board shall have the power to amend or modify the Bylaws, subject to shareholders’ ability to repeal or\nchange the Bylaws by a majority vote.\n\n \n\n**Risks Related to Our Financial Position and Need for Additional\nCapital**\n\n \n\n**We are an early-stage company with a history of operating\nlosses and may not maintain profitability in the future.**\n\n \n\nWe experienced net losses of $8.2 million\nand $10.7 million for the years ended August 31, 2025 and 2024, respectively. We anticipate incurring losses and negative cash\nflow for the next several quarters as we continue to invest in our sales and marketing programs in an effort to build our subscription\nrevenue to a point that we are profitable. These investments may not result in increased revenue or growth in our business.\n\n \n\nRevenue growth and growth in our customer\nbase may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant\nlosses in the future for a number of reasons, including due to the other risks described in this Annual Report, and we may encounter\nunforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may be larger than\nanticipated, we may incur significant losses for the foreseeable future, and we may not achieve profitability when expected, or\nat all, and even if we do, we may not be able to maintain or increase profitability. Furthermore, if our future growth and operating\nperformance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our\ninvestment in acquiring customers or expanding our operations, this could make it difficult for them to evaluate our current business\nand our future prospects and have a material adverse effect on our business, financial condition and results of operations.\n\n \n\n**We expect to require additional capital\nto fund our operations in the near-term, and this capital might not be available on acceptable terms, if at all.**\n\n \n\nWe expect that we will need to engage in\nadditional financings to fund our operations and satisfy our obligations in the near-term as well as to respond to business challenges\nand opportunities. Accordingly, we expect we will need to engage in equity or debt financings to secure additional funds, including\nseeking additional capital from public or private offerings of our equity or debt securities, or electing to borrow additional\namounts under new credit lines or from other sources. We may also seek to raise additional capital, including from offerings of\nour equity or debt securities on an opportunistic basis when we believe there are suitable opportunities.\n\n \n\nIf we raise additional funds through future\nissuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity\nsecurities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing\nthat we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial\nand operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities,\nincluding potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. Our ability\nto raise additional capital when needed may be adversely affected by external factors beyond our control, including changes in\nthe political climate, geopolitical actions, changes in market interest rates, market volatility in the trading prices for our\ncommon stock and other technology companies, a recession, depression, high inflation or other sustained adverse market event,\nand the outbreak of epidemic disease. As disclosed in “*Management’s Discussion and Analysis – Liquidity and\nCapital Resources*”, Arena has committed to funding operations through December 29, 2026 and Decathlon has provided a\nsecured financing of up to $2,200,000. If we are unable to obtain adequate financing or financing on terms satisfactory to us\nafter December 29, 2026, we may not be able to continue operations. If we are otherwise unable to obtain additional financing\nwhen we require it, our ability to respond to business challenges and opportunities could be significantly impaired, and our business\nmay be adversely affected.\n\n \n\n30\n\n \n\n \n\n**We have historically invested in\nengineering and development efforts that further enhance our products. Such investments may affect our operating results and liquidity,\nand, if the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may\nsuffer.**\n\n \n\nWe have historically invested in engineering\nand development efforts that further enhance our products. These investments involve significant time, risks and uncertainties,\nincluding the risk that the expenses associated with these investments may affect our margins, operating results and liquidity\nand that such investments may not generate sufficient revenues to offset liabilities assumed and expenses associated with these\nnew investments. If we do not achieve the benefits anticipated from these investments, if the achievement of these benefits is\ndelayed, our business, operating results and prospects may be materially adversely affected.\n\n \n\n**Risks Related to Data Collection and\nSecurity, Intellectual Property and Technology Industry Regulations**\n\n \n\n**The technology industry is subject\nto increasing scrutiny that could result in U.S. government actions that could negatively affect our business.**\n\n \n\nWe may face claims relating to the information\nor content that is made available through our platform. Though we contractually require our customers to represent that they will\nfollow our policies with respect to all information or content they upload to our systems, we may be exposed to potential liability\nif our customers do not abide by such policies. In particular, the nature of our business may expose us to claims related to defamation,\ndissemination of misinformation or news hoaxes, discrimination, harassment, intellectual property right infringement, rights of\npublicity and privacy, personal injury torts, laws regulating hate speech or other types of content, and breach of contract, among\nothers. The technology industry is subject to intense media, political and regulatory scrutiny, including on issues related to\nantitrust and artificial intelligence, which exposes us to government investigations, legal actions and penalties. For instance,\nvarious regulatory agencies, including competition and consumer protection authorities, have active proceedings and investigations\nconcerning multiple technology companies on antitrust and other issues. If we become subject to such investigations, we could be\nliable for substantial fines and penalties, be required to change our products or alter our business operations, receive negative\npublicity, or be subject to civil litigation, all of which could harm our business. Lawmakers also have proposed new laws and regulations,\nand modifications to existing laws and regulations, that affect the activities of technology companies such as the recent efforts\nto eliminate or modify Section 230 of the Communications Decency Act. If such laws and regulations are enacted or modified, they\ncould negatively impact us, even if they are not specifically intended to affect our company. In addition, the introduction of\nnew products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional\nlaws, regulations and other scrutiny. The increased scrutiny of certain acquisitions in the technology industry also could affect\nour ability to enter into strategic transactions of our own or to acquire other businesses.\n\n \n\nCompliance with new or modified laws and\nregulations could increase the cost of conducting our business, limit the opportunities to increase our revenues, or prevent us\nfrom offering certain products and services. While we have adopted policies and procedures designed to ensure compliance with applicable\nlaws and regulations, there can be no assurance that our employees, contractors or agents will not violate such laws and regulations.\nIf we are found to have violated laws and regulations, it could materially adversely affect our reputation, financial condition\nand operating results. We also could be harmed by government investigations, litigation, or changes in laws and regulations directed\nat our customers, business partners, or suppliers in the technology industry that would have the effect of limiting our ability\nto do business with those entities. There can be no assurance that our business will not be materially adversely affected, individually\nor in the aggregate, by the outcomes of such investigations, litigation or changes to laws and regulations in the future.\n\n \n\n31\n\n \n\n \n\n**Our business and the effectiveness\nof our platform depends on our ability to collect and use online data. New tools used by consumers to limit data collection, regulatory\nrestrictions and potential changes to web browsers and mobile operating systems affect our ability to collect such data, which\ncould harm our operating results and financial condition.**\n\n \n\nThe ability of our platform to deliver\nhigh quality solutions to our customers is based on our technology’s capability to derive relevant, actionable insights from\nthe data that we ingest into our systems and our ability to execute marketing programs across digital channels such as email, social\nmedia, website and other touchpoints to engage consumers. The principal way that we collect individual data is directly from the\nconsumers when they register or interact with our platform (such as the DISQUS commenting system), or with partners’ services.\nWe also use various tracking technologies, both proprietary and those provided through third-party suppliers in order to connect\nto individuals across marketing channels for the purpose of targeting consumers and delivering campaigns. The future of these and\nother digital data collection practices is evolving, with some prominent companies in the industry recently announcing that they\nwill implement their own individual data collection tools and phase out others. This approach may or may not be compatible with\nour current operations in those channels and platforms. It is yet to be determined if there will be an industry-wide framework\nfor targeting consumers in a digital environment. Furthermore, regulatory and legislative actions may influence which data collection\ntools are permitted in various jurisdictions and may further restrict our data collection efforts. Without this incremental data,\nwe may not have sufficient insight into the consumer’s activity to provide some of our current tools, which may impact our\ncapacity to execute our customers’ programs efficiently and effectively.\n\n \n\nConsumers can, with increasing ease, implement\ntechnologies that limit our ability to collect and use data to track and deliver our solutions across different marketing channels\nand platforms. Various digital tracking tools may be deleted or blocked by consumers. The most commonly used internet browsers\nalso allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website\nowner that the consumer intends to interact with), which are not affected by changes from web browsers and operating systems, or\nthird-party cookies (placed by parties that do not have direct relationship with the consumer), which some browsers may block by\ndefault. Mobile devices using Android and iOS operating systems limit the ability of cookies, or similar technology, to track consumers\nwhile they are using applications other than their web browser on the device. Even if cookies and ad blockers do not ultimately\nhave an adverse effect on our business, investor concerns about the utility and robustness of these tracking technologies could\nlimit demand for our stock and cause its price to decline.\n\n \n\nWe also partner with third-party data suppliers\nand publishers. When we purchase or license from third-party data suppliers, we are dependent upon our ability to obtain such data\non commercially reasonable terms and in compliance with applicable regulations. If a substantial number of data suppliers were\nto withdraw or withhold their data from us, or if we had to terminate our ties with data suppliers either due to commercial or\nregulatory reasons, our ability to provide products to our customers could be materially adversely impacted, which could result\nin decreased revenues and operating results. We cannot provide assurance that we will be successful in maintaining our relationships\nwith these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at\nall. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources\nbecome unavailable.\n\n \n\n32\n\n \n\n \n\n**Actual or perceived failures to comply\nwith applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect\nour business, results of operations, and financial condition and the price of our common stock.**\n\n \n\nThe global data protection landscape is\nrapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing\nthe collection, use, disclosure, retention, and security of personal information. Implementation standards and enforcement practices\nare likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards,\nor perception of their requirements may have on our business. This evolution may create uncertainty in our business, affect our\nability to operate in certain jurisdictions or to collect, store, transfer use and share personal information, necessitate the\nacceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us. The cost of compliance\nwith these laws, regulations and standards is high and is likely to increase in the future. Any failure or perceived failure by\nus to comply with federal, state or foreign laws or regulations, our internal policies and procedures or our contracts governing\nour processing of personal information could result in negative publicity, government investigations and enforcement actions, claims\nby third parties and damage to our reputation, any of which could have a material adverse effect on our operations, financial performance\nand business.\n\n \n\nIn the U.S., numerous state laws impose\nstandards relating to the privacy, security, transmission and breach reporting of personal information. Such laws and regulations\nare subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance\nissues for us, our customers and our strategic partners. For example, the CCPA creates individual privacy rights for California\nconsumers and imposes privacy and security obligations on entities handling personal information. The CCPA provides for civil penalties\nfor violations, as well as a private right of action for data breaches suffered as a result of the business’s violation of\nthe duty to implement and maintain reasonable security procedures and practices, and this may lead to breach litigation. Further,\nas amended by the California Privacy Rights Act, the CCPA imposes additional data protection obligations on covered businesses,\nincluding additional consumer rights processes, limitations on data uses, audit requirements for higher risk data, and opt outs\nfor certain uses of sensitive data. It also created a new California data protection agency authorized to issue substantive regulations,\nwhich could result in increased privacy and information security enforcement. Similar laws are now in effect and enforceable in\nother states. Additionally, state regulators may exercise greater scrutiny regarding the collection and processing of personal\ninformation for purposes of online advertising, marketing, and analytics. These laws and their requirements could have a material\nadverse effect on our financial performance, and any liability from failure to comply with the requirements of these laws could\nadversely affect our financial condition.\n\n \n\nFurthermore, the Federal Trade Commission\n(“FTC”) and many state Attorneys General continue to enforce federal and state consumer protection laws against companies\nfor online collection, use, dissemination and security practices that appear to be unfair or deceptive. The FTC sees failure to\ntake appropriate steps to keep consumers’ personal information secure as constituting unfair acts or practices in or affecting\ncommerce in violation of Section 5(a) of the Federal Trade Commission Act. The FTC expects a company’s data security measures\nto be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity\nof its business, and the cost of available tools to improve security and reduce vulnerabilities. The FTC has in recent years conducted\nenforcement actions against other companies that created new precedents that may require us to adjust our business practices. Future\nFTC enforcement actions against marketing companies could result in more material impacts to us.\n\n \n\nOur communications with consumers are also\nsubject to certain laws and regulations, including the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”)\nAct of 2003, the Telephone Consumer Protection Act of 1991 (the “TCPA”), and the Telemarketing Sales Rule and analogous\nstate laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business.\nFor example, the TCPA imposes various consumer consent requirements and other restrictions in connection with certain telemarketing\nactivity and other communication with consumers by phone, fax or text message. The FTC and the Federal Communications Commission\nhave been active in expanding regulatory and enforcement activities related to TCPA-covered practices. State laws in Connecticut\nand Maryland created additional requirements and penalties for violations relating to telemarketing and SMS marketing. Numerous\nclass-action suits under federal and state laws have been filed in recent years against companies who conduct telemarketing and/or\nSMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. Any future such litigation against\nus could be costly and time-consuming to defend. In particular, the TCPA and related state laws impose significant restrictions\non the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person\nbeing contacted. The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws also impose various restrictions on\nmarketing conducted using email, telephone, fax or text message. Additional laws, regulations, and standards covering marketing,\nadvertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to\nour business, such as the Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, and similar state\nconsumer protection and communication privacy laws, such as California’s Invasion of Privacy Act. As laws and regulations,\nincluding FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us,\nour employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business,\nfinancial condition and results of operations or subject us to fines or other penalties.\n\n \n\n33\n\n \n\n \n\nNew requirements relating to automated,\nbrowser-based, or one-stop opt-out mechanisms (“OOMs”) such as the Global Privacy Control, the forthcoming opt-out\nmechanism for data brokers established under the California Delete Act, or other OOMs that will be established in the future may\nresult in significantly larger numbers of consumers opting out of having their data used for marketing purposes versus historical\naverages. This could result in VisitIQ having less access to consumer data, impacting performance of our services or resulting\nin loss of business.\n\n \n\nIncreased scrutiny regarding the use of\nsuch technologies and the use of personal data for online advertising practices, together with adverse rulings on these issues,\neven if not directly against us, may have a direct impact on our ability to continue to collect and process personal data for the\nservices that we provide and could adversely impact our business activities. Changes proposed by providers of major browsers to\neliminate or restrict the usage of third-party cookies to track user behaviors, and to allow users to limit the collection of certain\ndata generally or from specified websites, could impair our ability to collect user information, including personal data and usage\ninformation, that helps us provide more targeted advertising to our current and prospective consumers. The effectiveness of our\nplatform relies in part on our ability to collect and use online data, so these changes could adversely affect our business.\n\n \n\nOur data-driven platform may also be subject\nto laws and evolving regulations regarding the use of artificial intelligence and machine learning, controlling for data bias,\nand antidiscrimination. For example, in addition to enforcing Section 5 of the Federal Trade Commission Act of 1914, the FTC enforces\nthe Fair Credit Reporting Act, and the Equal Credit Opportunity Act. These laws prohibit unfair and deceptive practices, including\nuse of biased algorithms in artificial intelligence. If federal or state regulators were to determine that the type of data we\ncollect, the process we use for collecting this data or how we use it unfairly discriminates against some groups of people, laws\nand regulations could be interpreted or implemented to prohibit or restrict our collection or use of this data. Additionally, existing\nand future laws, and evolving attitudes about privacy protection may impair our ability to collect, use, and maintain data points\nof sufficient type or quantity to develop and train our artificial intelligence algorithms.\n\n \n\nAlthough we work to comply with applicable\nlaws, regulations and standards, our contractual obligations and other legal obligations, these requirements are evolving and may\nbe modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another\nor other legal obligations with which we must comply. Any failure or perceived failure by us or our employees, representatives,\ncontractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy\nand security concerns, even if unfounded, could result in the imposition of significant civil and/or criminal penalties, damage\nin our reputation, private litigation, and restrictions on data processing.\n\n \n\n34\n\n \n\n \n\n**Our intellectual property rights\nmay be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating\nus, thereby eroding our competitive advantage and having an adverse effect on our business, results of operations and financial\ncondition.**\n\n \n\nOur proprietary rights may be difficult\nto enforce, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive\nadvantage and harming our business. Our success depends, in part, on our ability to protect proprietary methods and technologies\nthat we develop or otherwise acquire, so that we can prevent others from using our inventions and proprietary information. If we\nfail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business\nmight be adversely affected.\n\n \n\nPolicing unauthorized use of our technology\nis difficult. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those\nof the U.S., and mechanisms for enforcement of our proprietary rights in such countries may be inadequate. If we are unable to\nprotect our proprietary rights (including in particular, the proprietary aspects of our platform) we may find ourselves at a competitive\ndisadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual\nproperty.\n\n \n\nWe rely upon a combination of trade secrets,\nthird-party confidentiality and non-disclosure agreements, additional contractual restrictions on disclosure and use,\nand trademark and other intellectual property laws to establish and protect our proprietary technology and intellectual property\nrights. Establishing trade secret, copyright, trademark, domain name and patent protection can be difficult and expensive, and\nthe laws, procedures and restrictions may provide only limited protection. It may be possible for unauthorized third parties to\ncopy or reverse engineer aspects of our technology or otherwise obtain and use information that we regard as proprietary, or to\ndevelop technologies similar or superior to our technology or design around our proprietary rights, despite the steps we have taken\nto protect our proprietary rights. Our contracts with our employees and contractors that relate to intellectual property issues\ngenerally restrict the use of our confidential information solely in connection with our products. However, theft or misuse of\nour proprietary information could occur by employees or contractors who have access to our technology.\n\n \n\nOur wholly owned subsidiary, VisitIQ, LLC\ncurrently owns trademark registrations and applications for the VISITIQ and VISITID names and other product-related marks in the\nUnited States. We have also registered numerous internet domain names related to our business. We also rely on copyright laws to\nprotect computer programs related to our platform and our proprietary technologies.\n\n \n\n**Any unfavorable publicity or negative\npublic perception of current data collection practices could in the future harm our business, results of operations, financial\ncondition and the price of our common stock, including from additional regulations which may impact the effectiveness of our data\ncloud and platform.**\n\n \n\nThe growth of the digital marketing industry\nhas led to increased scrutiny from consumer groups, government agencies and news organizations. Negative publicity about the digital\nmarketing industry as a whole or about an individual actor, regardless of the accuracy, could harm our business, results of operations\nand financial condition, and negatively affect the price of our common stock. For example, in recent years, consumer advocates,\nmainstream media and elected officials have increasingly and publicly criticized the digital marketing industry for its collection,\nstorage and use of data. Furthermore, government agencies have recently been, and may continue to be, more active in regulating\nand enforcing rules that relate to the collection, use, sharing and disclosure of data.\n\n \n\n35\n\n \n\n \n\nAs we process transactions through our\nplatform, we collect large amounts of data about consumers and advertisements that we place. Further, we collect data on consumers\nthat does not directly identify the individual (although considered personal information under the CCPA and other U.S. laws, GDPR,\nand other laws), including browser, device location and characteristics, online browsing behavior, exposure to and interaction\nwith advertisements, and inferential data about purchase intentions and preferences. Data providers also send us proprietary data,\nincluding data about consumers. We aggregate this data and analyze it in order to enhance our product, including the pricing, placement\nand scheduling of advertisements. Evolving regulatory standards could place restrictions on the collection, management, aggregation\nand use of the types of data we collect, which could result in a material increase in the cost of collecting or otherwise obtaining\ncertain kinds of data and could limit the ways in which we may use or disclose data. Any new and unforeseen regulatory limitations\non our operations could impair our ability to deliver effective solutions to our customers, which could adversely affect our business,\noperating results and financial condition.\n\n \n\n**A significant inadvertent disclosure\nor breach of confidential and/or personal information we may be deemed to process, or a security breach of our or our customers’,\nsuppliers’, or other partners’ IT Systems could be detrimental to our business, reputation, financial performance and\nresults of operations.**\n\n \n\nIn addition to internal technology, including\nproprietary software, databases, and other intellectual property, we also rely on computer hardware purchased or leased from, software\nlicensed from, content licensed from and services provided by a variety of third parties, which include databases, operating systems,\nvirtualization software, tax requirement content and geolocation content and services (collectively, “IT Systems”).\nThe nature of our business means that we process large databases of information, including maintaining and storing large databases\nof such information, not only on our own behalf, but also on our customers’ and others’ behalf. As a result, we face\nnumerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems, and\npersonal and confidential information. Such risks include the misappropriation of data by malicious insiders or unauthorized third\nparties, or other data breaches. Such parties could attempt to gain entry to our or our vendor’s IT Systems (including by\ngaining employment at VisitIQ) for the purpose of stealing data, including confidential information or personal information, or\nbreaching our security systems or other IT Systems. In particular, we (and certain of our third-party providers), like other organizations,\nespecially in the digital marketing industry and marketing technology industry, are routinely subject to attempts by such threat\nactors (e.g., cybersecurity threats, attempted data privacy breaches, or other incidents), which if successful, may result in either\nthreatened or actual exposure leading to unauthorized access, disclosure and misuse of confidential information, personal information\nor other information regarding customers, suppliers, partners, vendors, employees, or our company and business. Cyberattacks are\nexpected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in\nusing techniques and tools, including artificial intelligence, that circumvent security controls, evade detection and remove forensic\nevidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid\na material adverse impact to our IT Systems or information.\n\n \n\nEven where we have invested in industry\nstandard security, a breach may be due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities\nof our customers, vendors, suppliers, their products, or otherwise. Third parties may also attempt to fraudulently induce employees\nto disclose sensitive information or credentials that permit access to sensitive information through a process known as social\nengineering. This includes disclosing data such as usernames, passwords or other information to gain access to our customers’\ndata or our data, including intellectual property and other confidential information. Employee-related risks are increased by remote\nand hybrid working arrangements at our company (and at third-party providers) which increase cybersecurity risks due to the challenges\nassociated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.\nThird parties and threat actors also may attempt to extort us through a ransomware or other similar form of attack by encrypting\ninformation IT Systems, rendering our IT Systems inoperable, or stealing intellectual property, confidential information, personal\ninformation, or other sensitive data, and demanding payment in return. Techniques used to obtain unauthorized access to, or sabotage\nIT Systems, change frequently, grow more complex over time, and often are not recognized until launched against a target. Given\nthe unpredictability of the timing, nature and scope of cybersecurity attacks and other security-related incidents, our technology\nmay fail to adequately secure the data, including confidential information and personal information we maintain, and we cannot\nentirely eliminate the risk of improper or unauthorized access to or disclosure of such data, other security events that impact\nthe integrity or availability of such data, or our IT Systems and operations and any data contained in such systems and operations.\nWe may incur significant costs in protecting against or remediating such events, including cyber-attacks. Any security breach could\nresult in operational disruptions that impair our ability to meet our customers’ requirements, which could result in decreased\nrevenue. We carry insurance comparable to our industry. However, we cannot guarantee that our insurance coverage will be sufficient\nto cover all costs and liabilities incurred in relation to a security breach, or that applicable insurance will be available to\nus in the future on economically reasonable terms or at all.\n\n \n\n36\n\n \n\n \n\nWhether there is an actual or a perceived\nbreach of our security, our reputation could suffer irreparable harm, causing our current and prospective customers to reject our\nproducts in the future, deterring data suppliers from supplying us data or customers from uploading their data on our platform,\nor changing customers’ behaviors and use of our technology. Further, we could be forced to expend significant resources in\nresponse to a security breach, including those expended in notifying individuals and providing mitigating solutions, repairing\nsystem damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating\nand resolving legal claims or governmental inquiries and investigations, all of which could divert the attention of our management\nand key personnel away from our business operations.\n\n \n\n**We depend on third-party data providers,\nsystems and technologies to operate our business, the disruption of which could adversely affect our business, operating results\nand financial condition.**\n\n \n\nAny damage to or failure of our IT Systems\ngenerally would prevent us from operating our business. We rely on data centers and third-party technology vendors in order to\noperate our business, and we host our company-owned infrastructure at third-party data centers. We are also dependent on third-party\nproviders to provide industry standard protection against potential damages such as cyber intrusions, natural disasters, criminal\nacts and technical maintenance. In the event of damage or interruption to IT Systems, it is unlikely that we would be appropriately\ncompensated for the reputational harm that such an interruption would create regardless of any damages we may recover from such\nthird parties or any insurance policy in place. This would in turn reduce our revenue, subject us to liability and may cause us\nto lose customers, any of which could materially adversely affect our business.\n\n \n\nAdditionally, improving our platform’s\ninfrastructure and expanding its capacity in anticipation of growth in new channels and formats, as well as implementing technological\nenhancements to our platform to improve its efficiency and cost-effectiveness are key components of our business strategy, and\nif our third-party data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on\nour business. Any changes in the service levels at our third-party data centers or any errors, service interruptions, defects,\ndisruptions, or other performance problems could adversely affect our reputation, expose us to liability, cause us to lose customers,\nor otherwise adversely affect our business, operating results and financial condition. Any errors, bugs or defects in such IT Systems\ncould result in errors or a failure of our solutions, which could harm our business. Additionally, we cannot ensure that these\nthird-party leases or licenses, or support for such leased or licensed products and technologies, will continue to be available\nto us on commercially reasonable terms, if at all. We cannot be certain that our suppliers or licensors are not infringing the\nintellectual property rights of others or that our suppliers and licensors have sufficient rights to the technology in all jurisdictions\nin which we may operate. In the future, we might need to license other hardware, software, content or services to enhance our products\nand meet evolving customer requirements. Any inability to license or otherwise obtain such hardware or software could result in\na reduction in functionality, or errors or failures of our products, until equivalent technology is either developed by us or,\nif available, is identified, obtained through purchase or license, and integrated into our solutions, any of which may reduce demand\nfor our solutions and increase our expenses. In addition, third-party licenses may expose us to increased risks, including risks\nassociated with the integration of new technology, the diversion of resources from the development of our own proprietary technology,\nand our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs, all\nof which may increase our expenses and harm our results of operations.\n\n \n\n37\n\n \n\n \n\n**If we fail to detect or prevent fraud\nor malware intrusion on our platform, devices, or systems, or into the systems or devices of our customers and their consumers,\npublishers could lose confidence in our platform, and we could face legal claims and regulatory investigations, any of which could\nadversely affect our business, operating results and financial condition.**\n\n \n\nWe may be the target of fraudulent or malicious\nactivities undertaken by persons seeking to use our platform for improper purposes. For example, someone may attempt to divert\nor artificially inflate customer purchases through our platform or attempt to disrupt or divert the operation of the systems and\ndevices of our publishers and their consumers in order to misappropriate information, generate fraudulent billings or stage cyberattacks,\nor other unauthorized or illicit purposes. Those activities could also introduce malware through our platform in order to commandeer\nor gain access to confidential information or personal information. We use third-party tools and proprietary technology to identify\nnon-human traffic and malware, and we may reduce or terminate relationships with customers that we find to be engaging in such\nactivities. However, there can be no assurance that our policies, controls or procedures, will be fully implemented, complied with\nor effective in protecting our systems and information. Perpetrators of fraudulent impressions and malware frequently change their\ntactics and may become more sophisticated over time, requiring both us and third parties to improve processes for assessing the\nquality of publisher inventory and controlling fraudulent activity. In the meantime, new or changing data privacy laws (in particular\noutside the EU and the U.S.) could potentially interfere with the data collection required in order to detect fraud. If we fail\nto detect or prevent fraudulent or malicious activity of this sort, our reputation could be damaged, customers may contest payment,\ndemand refunds or fail to give us future business, or we could face legal claims or investigations from customers or regulators.\nEven if we are not directly involved in fraud or malicious activity, any sustained failures of others in our industry to adequately\ndetect and prevent fraud could generate the perception that digital marketing is unsafe and lead our customers to avoid digital\nmarketing products like ours.\n\n \n\n**The standards that private entities\nand inbox service providers adopt in the future to regulate the use and delivery of email may interfere with the effectiveness\nof our platform and our ability to conduct business.**\n\n \n\nOur business is dependent on email services\nfor promoting our customers’ brands, products and services. Other private entities often advocate standards of conduct or\npractices that significantly exceed current legal requirements and classify certain solicitations that comply with current legal\nrequirements as impermissible “spam.” Some of these entities maintain “blacklists” of companies and individuals,\nand the websites, inbox service providers and IP addresses associated with those entities or individuals that do not adhere to\nthose standards of conduct or practices for commercial solicitations that the blacklisting entity believes are appropriate. If\na company’s IP addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked if they are\nsent to any internet domain or internet address that subscribes to the blacklisting entity’s service or uses its blacklist.\n\n \n\n38\n\n \n\n \n\nFrom time to time, some of our IP addresses\nhave become, and we expect will continue to be, listed with one or more blacklisting entities due to the messaging practices of\nour customers and other users. We may be at an increased risk of having our IP addresses blacklisted due to our scale and volume\nof emails processed, compared to our smaller competitors. While the overall percentage of such email solicitations that our individual\ncustomers send may be at or below reasonable standards, the total aggregate number of all emails that we process on behalf of our\ncustomers may trigger increased scrutiny from these blacklisting entities. There can be no guarantee that we will be able to successfully\nremove ourselves from those lists. Because we fulfill email delivery on behalf of our customers, blacklisting of this type could\nundermine the effectiveness of our customers’ transactional email, email marketing programs and other email communications,\nall of which could have a material negative impact on our business, financial condition and results of operations.\n\n \n\nInbox service providers can also block\nemails from reaching their users. While we continually improve our own technology and work closely with inbox service providers\nto maintain our deliverability rates, the implementation of new or more restrictive policies by inbox service providers may make\nit more difficult to deliver our customers’ emails, particularly if we are not given adequate notice of a change in policy\nor struggle to update our platform to comply with the changed policy in a reasonable amount of time. In addition, some inbox service\nproviders categorize as “promotional” emails that originate from email service providers and, as a result, direct them\nto an alternate or “tabbed” section of the recipient’s inbox. If inbox service providers materially limit or\nhalt the delivery of our customers’ emails, or if we fail to deliver our customers’ emails in a manner compatible with\ninbox service providers’ email handling or authentication technologies or other policies, or if the open rates of our customers’\nemails are negatively impacted by the actions of inbox service providers to categorize emails, then customers may question the\neffectiveness of our platform and cancel their accounts.\n\n \n\nAdditionally, changes in the laws or regulations\nthat limit our ability to send such communications or impose additional requirements upon us in connection with sending such communications\nwould also materially adversely impact our business. For example, Canada’s Anti-Spam Legislation (“CASL”) prohibits\nemail marketing without the recipient’s consent, with limited exceptions. In addition, electronic marketing and privacy requirements\nin the EU are highly restrictive and differ greatly from those currently in force in the U.S., which could cause fewer individuals\nin the EU to subscribe to our marketing messages and drive up our costs and risk of regulatory oversight and fines if we are found\nto be non-compliant. These restrictions could prevent us from obtaining enough data to produce effective marketing results for\nour customers in these markets. Our use of email and other messaging services to send communications to consumers may also result\nin legal claims against us, for which we may incur increased expenses, and if successful might result in fines and orders with\ncostly reporting and compliance obligations or might limit or prohibit our ability to send emails or other messages. We also rely\non social networking messaging services to send communications and to encourage consumers to send communications. Changes to the\nterms of these social networking services to limit promotional communications, any restrictions that would limit our ability or\nour customers’ ability to send communications through their services, disruptions or downtime experienced by these social\nnetworking services or decline in the use of or engagement with social networking services by our customers’ end consumers\ncould materially and adversely affect our business, financial condition and operating results.\n\n \n\n39\n\n \n\n \n\n**Risks Related to Ownership of Our Common\nStock**\n\n \n\n**We do not anticipate paying any cash\ndividends in the foreseeable future.**\n\n \n\nWe have never declared or paid cash dividends,\nand we do not anticipate paying cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our\ncommon stock as a source for any future dividend income. Our Board has complete discretion as to whether to declare dividends.\nEven if our Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on\nour future results of operations and cash flow, our capital requirements, our financial condition, contractual restrictions and\nother factors deemed relevant by our Board.\n\n \n\n**Because our common stock does not\ntrade on a national securities exchange, the prices of our common stock may be more volatile and lower than if we were listed.**\n\n \n\nOur common stock trades on the OTC PINK\n(the “OTCPK”) operated by OTC Markets Group Inc. This market is not a national securities exchange. While our common\nstock trading has been relatively active, generally the OTCPK does not have the same level of activity as a national securities\nexchange like Nasdaq. Most institutions will not purchase a security unless it is on a national securities exchange. In addition,\nthey do not purchase stocks that trade below $5.00 per share. We may, in the future, take certain steps, including utilizing investor\nawareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might\ntake to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance\nthat there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently,\ninvestors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and\ntrading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers\nof our shares.\n\n \n\n**Our common stock is deemed a “penny\nstock,” which makes it more difficult for our investors to sell their shares.**\n\n \n\nOur common stock is subject to the “penny\nstock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The penny\nstock rules generally apply to companies whose common stock trades at less than $5.00 per share, subject to specific exceptions.\nSuch exceptions include among others any equity security listed on a national securities exchange and any equity security issued\nby an issuer that has (i) net tangible assets of at least $2,000, if such issuer has been in continuous operation for three years,\n(ii) net tangible assets of at least $5,000, if such issuer has been in continuous operation for less than three years, or (iii)\naverage annual revenue of at least $6,000 for the last three years. The “penny stock” designation requires any broker-dealer\nselling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser\nand determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers\nto solicit purchases of our common stock and therefore reduce its liquidity.\n\n \n\nMoreover, as a result of apparent regulatory\npressure from the SEC and the Financial Industry Regulatory Authority, a growing number of broker-dealers decline to permit investors,\nor otherwise make it difficult, to purchase and sell “penny stocks.” The “penny stock” designation may\nhave a depressive effect upon our common stock price. If we remain subject to the penny stock rules for any significant period,\nit could have an adverse effect on the market, if any, for our securities. Because our common stock is subject to the penny stock\nrules, investors will find it more difficult to dispose of our securities.\n\n \n\n**General Risk Factors**\n\n \n\n**If securities or industry\nanalysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock,\nor if our results of operations do not meet their expectations, our stock price and trading volume could decline.**\n\n \n\nThe trading market for our securities\nwill be influenced by the research and reports that securities or industry analysts publish about us or our business (or the absence\nof such research or reports). If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly,\nwe could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover,\nif one or more of the analysts who cover us downgrade recommendations regarding our stock, or if our results of operations do not\nmeet their expectations, our stock price could decline and such decline could be material.\n\n \n\n40\n\n \n\n \n\n**We have identified material\nweaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses, or if we experience\nadditional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting\nin the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely\naffect investor confidence in us and, as a result, the value of our common stock.**\n\n \n\nAs a public company, we are\nrequired to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls.\nWe are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial\nreporting pursuant to Section 404 of the Sarbanes-Oxley Act. The process of designing and implementing internal controls over\nfinancial reporting is time consuming, costly, and complicated. If during the evaluation and testing process, we identify one\nor more material weaknesses in our internal control over financial reporting or determine that existing material weaknesses have\nnot been remediated, our management will be unable to assert that our internal control over financial reporting is effective.\nEven if our management concludes that our internal control over financial reporting is effective, our independent registered public\naccounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our\ninternal controls are documented, designed, implemented, or reviewed. If we are unable to assert that our internal control over\nfinancial reporting is effective, investors may lose confidence in the accuracy and completeness\nof our financial reports and the valuation of our common stock could be adversely affected.\n\n \n\nUnder the supervision and with\nthe participation of our management, including our principal executive officer and principal financial and accounting officer,\nwe conducted an evaluation of the effectiveness of our internal control over financial reporting as of August 31, 2025, as such\nterm is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Based upon their evaluation, our principal executive officer\nand principal financial and accounting officer, concluded that our internal control over financial reporting (as defined in Rules\n13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of August 31, 2025 due to the existence of material weaknesses.\n\n \n\nRemediation measures are time-consuming\non the Company’s financial and operational resources. In order to improve the effectiveness of its internal control over\nfinancial reporting, the Company will need to continue to expend resources, including accounting-related costs and management oversight.\n\n \n\nWe cannot provide assurance\nthat the measures we have taken to date and may take in the future will prevent or avoid potential future material weaknesses.\nThe effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost\nlimitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error\nand the risk of fraud. If we are unable to remediate the material weaknesses or identify additional material weaknesses in the\nfuture, our ability to record, process and report financial information accurately, and to prepare financial statements within\nthe time periods required by the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business\nand the market price of the common stock. In addition, any such failures could result in litigation or regulatory actions by the\nSEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial\ncondition, or diversion of financial and management resources from the operation of our business."}