{"url_path":"/sec/ehvvf/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","accession_number":"0001493152-26-023957","cik":"0001653606","ticker":"EHVVF","issuer_name":"Ehave, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","primary_entity_key":"0001653606","primary_entity_name":"Ehave, Inc."},"word_count":8798,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n**A.\nSelected Financial Data**\n\nThe\nselected financial data presented below for the three years ended December 31, 2025, is presented in U.S. dollars and is derived from\nour financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”).\nWe have derived the selected financial data as of December 31, 2025, 2024, and 2023, and for the years ended December 31, 2025, 2024,\nand 2023, from our audited financial statements included elsewhere in this Annual Report on Form 20-F. The information set forth below\nshould be read in conjunction with our financial statements (including notes thereto) included under Item 18 and “Operating and\nFinancial Review and Prospects” included under Item 5 and other information provided elsewhere in this annual report on Form 20-F\nand our financial statements and related notes. The selected financial data in this section is not intended to replace the financial\nstatements and is qualified in its entirety thereby.\n\n2025\n2024\n2023\n\nRevenues from continuing operations\n$2,183\n$-\n$-\n\nNet loss\n(3,756,479)\n(2,748,874)\n(2,409,397)\n\nNet comprehensive loss\n(3,728,988)\n(2,699,988)\n(2,424,664)\n\nBasic and diluted loss per share (1)\n(0.002)\n(0.01)\n(0.01)\n\nTotal assets\n3,701,771\n2,105,023\n2,972,925\n\nShareholders’ deficit\n(9,446,683)\n(7,886,435)\n(5,668,264)\n\nCash dividends declared per share (2)\n-\n-\n-\n\nWeighted average number of common shares outstanding\n1,316,810,694\n359,571,047\n359,383,733\n\nNote:\n\n(1)\nFor\nthe years ended December 31, 2025, 2024, 2023, we issued 1,122,443,508, 0, and 13,673,997, shares of common stock, respectively.\n\n(2)\nWe\nhave not declared or paid any dividends since incorporation.\n\n**Exchange\nRate Data**\n\nThe\nfollowing table sets forth the exchange rates for Canadian dollars expressed in U.S. dollars that have been used in the audited financial\nstatements included elsewhere in this Annual Report on Form 20-F.\n\n**$1\nCanadian dollar equivalent in U.S. dollars**\n** **\n** **\n** **\n\nAt\nDecember 31, 2024\n\n0.6997\n\nAt\nDecember 31, 2025\n\n0.7302\n\nAverage\nfor the year ended December 31, 2025\n\n0.7157\n\n4\n\n**B.\nCapitalization and Indebtedness**\n\nNot\nrequired as this 20-F filing is made as an annual report.\n\n**C.\nReasons for the Offer and Use of Proceeds**\n\nNot\nrequired as this 20-F filing is made as an annual report.\n\n**D.\nRisk Factors**\n\nInvestment\nin our common shares involves a high degree of risk. You should carefully consider, among other matters, the following risk factors in\naddition to the other information in this Annual Report on Form 20-F when evaluating our business because these risk factors may have\na significant impact on our business, financial condition, operating results or cash flow. If any of the material risks described below\nor in subsequent reports we file with the Securities and Exchange Commission (“SEC”) actually occur, they may materially\nharm our business, financial condition, operating results or cash flow. Additional risks and uncertainties that we have not yet identified\nor that we presently consider to be immaterial may also materially harm our business, financial condition, operating results or cash\nflow.\n\n**RISKS\nRELATED TO OUR BUSINESS AND INDUSTRY**\n\n**Our\nlimited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.**\n\nWe\nhave a very limited operating history on which investors can base an evaluation of our business, operating results and prospects. We\nhave no operating history with respect to commercializing our software applications and products. Consequently, it is difficult to predict\nour future revenues, if any, and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect\nour business.\n\nWe\nbegan processes to develop relationships with potential customers and distribution partners in November 2016. Completion of our cognitive\nassessment and remediation tools and the further development and commercialization of our products is dependent upon the availability\nof sufficient funds. This limits our ability to accurately forecast the cost of the development of our products. If the markets and applications\nof our products do not develop as we expect or develop more slowly than we expect, our business, prospects, financial condition and operating\nresults will be harmed.\n\n**We\nhave a history of operating losses and expect to continue incurring losses for the foreseeable future.**\n\nWe\nwere incorporated in 2011. We reported a net loss of $3,756,479 for the fiscal year ended December 31, 2025 and had a net loss of $2,748,874\nduring the fiscal year ended December 31, 2024. As of December 31, 2025, we had an accumulated deficit of $40,767,900. We cannot anticipate\nwhen, if ever, our operations will become profitable. We expect to incur significant net losses as we develop and commercialize our products\nand pursue our business strategy. We intend to invest significantly in our business before we expect cash flow from operations to be\nadequate to cover our operating expenses. If we are unable to execute our business strategy and grow our business, for any reason, our\nbusiness, prospects, financial condition and results of operations will be adversely affected.\n\nAs\nreflected in the financial statements for the years ended December 31, 2025, and 2024, included elsewhere in this Annual Report on Form\n20-F, we had no significant revenues from continuing operations in 2025 and 2024 and need additional cash resources to maintain our operations.\nThese factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is\ndependent on our ability to raise additional capital. We cannot predict when, if ever, we will be successful in raising additional capital\nand, accordingly, we may be required to cease operations at any time, if we do not have sufficient working capital to pay our operating\ncosts.\n\n5\n\n**If\nwe are unable to obtain additional funding, our business operations will be harmed.**\n\nWe\nanticipate that we will continue to incur losses and negative cash flows from operations. As a result of these expected losses and negative\ncash flows from operations, along with our current cash position, based on our current projections, we may not have sufficient resources\nto fund operations through the fourth quarter of 2026 To the extent that we are required to raise additional funds to cover costs of\noperations, we intend to do so through additional public or private offerings of debt or equity securities. There are no assurances that\nwe will be successful in obtaining the level of financing needed for our operations, and we may be unable to secure such funding when\nneeded in adequate amounts or on acceptable terms, if at all. Any additional equity financing may involve substantial dilution to our\nthen existing shareholders.\n\n**Our\nindependent auditors have expressed their concern as to our ability to continue as a going concern.**\n\nWe\nreported an accumulated deficit of $40,767,900 and had a stockholders’ deficit of $9,446,683 at December 31, 2025. As a result\nof our financial condition, we have received a report from our independent registered public accounting firm for our financial statements\nfor the years ended December 31, 2025 and 2024 that includes an explanatory paragraph describing the uncertainty as to our ability to\ncontinue as a going concern without the infusion of significant additional capital. There can be no assurance that management will be\nsuccessful in implementing its plans. If we are unable to raise additional financing, we may cease operations.\n\n**Our\nproducts may not be successful in gaining market acceptance, which would negatively impact our revenues.**\n\nCurrently,\nour business strategy is to continue to support the clinical trials of our therapeutic video games, develop the Ehave Dashboard, and\ngain access to additional technologies at a time and in a manner that we believe is best for our development. We may have difficulties\nin reaching market acceptance, which could negatively impact our revenues, for a number of reasons including:\n\n●\nany\ndelays in securing partnerships and strategic alliances;\n\n●\nany\ntechnical delays and malfunctions;\n\n●\nfailure\nto receive regulatory approval on a timely basis or at all; and\n\n●\nfailure\nto receive a sufficient level of reimbursement from government, insurers or other third-party payors.\n\n**If\nwe are unable to keep up with rapid technological changes in our field, we will be unable to operate profitably.**\n\nOur\nindustry is characterized by extensive research efforts and rapid technological progress. If we fail to anticipate or respond adequately\nto technological developments, our ability to operate profitably could suffer. We cannot assure you that research and discoveries by\nother companies will not render our software or potential products uneconomical or result in products superior to those we develop or\nthat any products or services we develop will be preferred to any existing or newly-developed products.\n\n**Many\nof our potential competitors are better established and have significantly greater resources which may make it difficult for us to compete\nin the markets in which we intend to sell our products.**\n\nThe\nmarket for the products we develop is highly competitive. Many of our potential competitors are well established with larger and better\nresources, longer relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing\nresources than we have. Increased competition may result in price reductions, reduced gross margins, loss of market share and loss of\nlicensees, any of which could materially and adversely affect our business, operating results and financial condition. We cannot ensure\nthat prospective competitors will not adopt technologies or business plans similar to ours or develop products which may be superior\nto ours or which may prove to be more popular. It is possible that new competitors will emerge and rapidly acquire market share. We cannot\nensure that we will be able to compete successfully against future competitors or that the competitive pressures will not materially\nand adversely affect our business, operating results and financial condition.\n\n6\n\n**If\nwe lose any of our key management personnel or consultants, we may not be able to successfully manage our business or achieve our objectives.**\n\nOur\nfuture success depends in large part upon the leadership and performance of our management and consultants. The Company’s operations\nand business strategy are dependent upon the knowledge and business contacts of our executive officers and our consultants. Although,\nwe hope to retain the services of our officers and consultants, if any of our officer or consultants should choose to leave us for any\nreason before we have hired additional personnel, our operations may suffer. If we should lose their services before we are able to engage\nand retain qualified employees and consultants to execute our business plan, we may not be able to continue to develop our business as\nquickly or efficiently.\n\nIn\naddition, we must be able to attract, train, motivate and retain highly skilled and experienced technical employees in order to successfully\ndevelop our business. Qualified technical employees often are in great demand and may be unavailable in the time frame required to satisfy\nour business requirements. We may not be able to attract and retain sufficient numbers of highly skilled technical employees in the future.\nThe loss of technical personnel or our inability to hire or retain sufficient technical personnel at competitive rates of compensation\ncould impair our ability to successfully grow our business. If we lose the services of any of our personnel, we may not be able to replace\nthem with similarly qualified personnel, which could harm our business.\n\n**Developments\nor assertions by us or against us relating to intellectual property rights could materially impact our business.**\n\nPursuant\nto an amendment to the collaboration agreement, effective January 1, 2014, with Toronto’s Hospital for Sick Children (the “Hospital”),\nall intellectual property rights to the cognitive assessment and rehabilitation software jointly developed with the Hospital belong to\nthe Hospital. Our agreement with Multi-Health Systems Inc. (“MHS”), as amended, provides that all right, title and interest\nin and to certain tests and other materials published by MHS relating to the tests are and will remain solely and exclusively vested\nin MHS.\n\nWe\nwill attempt to protect proprietary and intellectual property rights to our products through licensing and distribution arrangements\nalthough we currently do not have any patents or applications for our products.\n\nLitigation\nmay also be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary\nrights of others or to defend against claims of invalidity. Such litigation could result in substantial costs and the diversion of resources.\n\nAs\nwe create or adopt new software, we will also face an inherent risk of exposure to the claims of others that we have allegedly violated\ntheir intellectual property rights.\n\n**Our\nproducts could infringe on the intellectual property rights of others which may result in costly litigation and, if we do not prevail,\ncould also cause us to pay substantial damages and prohibit us from selling or licensing our products.**\n\nThird\nparties may assert infringement or other intellectual property claims against us. We may have to pay substantial damages, including damages\nfor past infringement if it is ultimately determined that our products or technology infringe a third party’s proprietary rights.\nFurther, we may be prohibited from selling or providing products before we obtain additional licenses, which, if available at all, may\nrequire us to pay substantial royalties or licensing fees. Even if claims are determined to be without merit, defending a lawsuit takes\nsignificant time, may be expensive and may divert management’s attention from our other business concerns. Any public announcements\nrelated to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed and our stock\nprice to decline.\n\n7\n\n**We\nhave identified material weaknesses in our internal control over financial reporting, and if we are unable to achieve and maintain effective\ninternal control over financial reporting or effective disclosure controls, we may be at risk to accurately report financial results\nor detect fraud, which could have a material adverse effect on our business.**\n\nAs\ndirected by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring an annual assessment by management of the\neffectiveness of a public company’s internal controls over financial reporting and an attestation report by the company’s\nindependent auditors addressing this assessment, if applicable. As discussed in Item 15 “Controls and Procedures” based on\na review of our internal controls over financial reporting, management concluded that our internal controls over financial reporting\nwere not effective due to the existence of a material weakness relating to a lack of an independent oversight over financial reporting,\ntimely preparation and review of accounting records as of December 31, 2025. A material weakness is defined as a deficiency, or a combination\nof deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement\nof a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s\ninternal controls. Management intends to take this guidance into consideration as we work to resolve this weakness. For additional information,\nsee Item 15 “Controls and Procedures.”\n\nWe\ncannot assure you that we will be able to remediate our existing material weaknesses in a timely manner, if at all, or that in the future\nadditional material weaknesses will not exist, reoccur or otherwise be discovered, a risk that is significantly increased in light of\nthe complexity of our business. If our efforts to remediate these material weaknesses, as described in Item 15 “Controls and Procedures”,\nare not successful or if other deficiencies occur, our ability to accurately and timely report our financial position, results of operations,\ncash flows or key operating metrics could be impaired, which could result in late filings of our annual or interim reports under the\nExchange Act, restatements of our consolidated financial statements or other corrective disclosures. Our failure to satisfy the requirements\nof Section 404 of the Sarbanes-Oxley Act of 2002 on an ongoing, timely basis could result in the loss of investor confidence in the reliability\nof its financial statements, which in turn could harm our business and negatively impact the trading price of the common shares. In addition,\nfuture changes in our accounting, financial reporting, and regulatory environment may create new areas of risk exposure. Failure to modify\nour existing control environment accordingly may impair our controls over financial reporting and cause our investors to lose confidence\nin the reliability of our financial reporting, which may adversely affect our share price, suspension of trading or delisting of our\ncommon shares by Pink Open Market, or, if we regain the eligibility to have our common shares quoted on the OTCQB Venture Market, the\nOTCQB Venture Market, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.\nFurthermore, if we continue to have these existing material weaknesses, other material weaknesses or significant deficiencies in the\nfuture, it could create a perception that our financial results do not fairly state our financial condition or results of operations.\nAny of the foregoing could have an adverse effect on the value of our shares.\n\n**The\nmarket for our products is immature and volatile and if it does not develop, or if it develops more slowly than we expect, the growth\nof our business will be harmed.**\n\nThe\nmarket for software-based systems for mental health or treatments using psychedelics is a new and unproven market, and it is uncertain\nwhether it will achieve and sustain demand and market adoption. Our success will depend to a substantial extent on the willingness of\ncustomers and healthcare professionals to use our systems, as well as on our ability to demonstrate the value of our software and products\nto customers and to develop new applications that provide value to customers and users. If customers and users do not perceive the benefits\nof our products, then our market may not develop at all, or it may develop more slowly than we expect, either of which could significantly\nadversely affect our operating results. In addition, we have limited insight into trends that might develop and affect our business.\nWe might make errors in predicting and reacting to relevant business, legal and regulatory trends, which could harm our business. If\nany of these events occur, it could materially adversely affect our business, financial condition or results of operations.\n\n**If\nour security measures are breached and unauthorized access to a customer’s data are obtained, our products may be perceived as\ninsecure, we may incur significant liabilities, our reputation may be harmed, and we could lose sales and customers.**\n\nOur\nproducts involve the storage and transmission of customers’ proprietary information, as well as protected health information, or\nPHI, which, in the United States, is regulated under the Health Insurance Portability and Accountability Act of 1996 and its implementing\nregulations, collectively “HIPAA,” and other state and federal privacy and security laws. Because of the extreme sensitivity\nof this information, the security features of our product are very important. If our security measures, some of which will be managed\nby third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive data, including HIPAA- regulated\nprotected health information. A security breach or failure could result from a variety of circumstances and events, including but not\nlimited to third-party action, employee negligence or error, malfeasance, computer viruses, attacks by computer hackers, failures during\nthe process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, telecommunication\nfailures, user errors, and catastrophic events.\n\n8\n\nIf\nour security measures were to be breached or fail, our reputation could be severely damaged, adversely affecting customer or investor\nconfidence, customers may curtail their use of or stop using our products and our business may suffer. In addition, we could face litigation,\ndamages for contract breach, penalties and regulatory actions for violations of HIPAA and other state and federal privacy and security\nregulations, significant costs for investigation, remediation and disclosure and for measures to prevent future occurrences. In addition,\nany potential security breach could result in increased costs associated with liability for stolen assets or information, repairing system\ndamage that may have been caused by such breaches, incentives offered to customers or other business partners in an effort to maintain\nthe business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes,\ndeploying additional personnel and protection technologies, training employees and engaging third- party experts and consultants. While\nwe maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage\nsufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could\nresult from a security incident.\n\nWe\nplan to outsource important aspects of the storage and transmission of customer information, and thus rely on third parties to manage\nfunctions that have material cyber-security risks. These outsourced functions include services such as software design and product development,\nsoftware engineering, database consulting, data-center security, IT, network security, data storage and Web application firewall services.\nWe cannot assure you that any measures that are taken will adequately protect us from the risks associated with the storage and transmission\nof customers’ proprietary information and protected health information.\n\nWe\nmay experience cyber-security and other breach incidents that may remain undetected for an extended period. Because techniques used to\nobtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against us, we may\nbe unable to anticipate these techniques or to implement adequate preventive measures. In addition, in the event that our customers authorize\nor enable third parties to access their data or the data of their employees on our systems, we cannot ensure the complete integrity or\nsecurity of such data in our systems as we would not control access. If an actual or perceived breach of our security occurs, or if we\nare unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of our security measures\ncould be harmed, we could be subject to regulatory action or other damages and we could lose sales and customers.\n\n**If\nwe fail to comply with applicable health information privacy and security laws and other state and federal privacy and security laws,\nwe may be subject to significant liabilities, reputational harm and other negative consequences, including decreasing the willingness\nof current and potential customers to work with us.**\n\nOnce\nour products are deployed in the United States, we will be subject to data privacy and security regulation by both the federal government\nand the states in which we conduct our business. HIPAA established uniform federal standards for certain “covered entities,”\nwhich include health care providers, health plans, and health care clearing houses, governing the conduct of specified electronic health\ncare transactions and protecting the security and privacy of protected health information, or PHI. The Health Information Technology\nfor Economic and Clinical Health Act, or HITECH, which was signed into law on February 17, 2009, makes certain of HIPAA’s privacy\nand security standards directly applicable to “business associates,” which are individuals or entities that create, receive,\nmaintain, or transmit PHI in connection with providing a service for or on behalf of a covered entity. HITECH also increased the civil\nand criminal penalties that may be imposed against covered entities, business associates and other persons, and gave state attorneys\ngeneral new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA’s requirements and seek\nattorney’s fees and costs associated with pursuing federal civil actions.\n\nIn\naddition, states have enacted privacy and security laws and regulations that regulate the use and disclosure of certain data, with some\nstate laws covering medical and healthcare information. These laws vary by state and could impose additional requirements and penalties\non us. For example, some states impose restrictions on the use and disclosure of health information pertaining to mental health or substance\nabuse. Further, state laws and regulations may require us to notify affected individuals in the event of a data breach involving individually\nidentifiable information, which may be broader than the type of information covered by HIPAA. In addition, the Federal Trade Commission\nmay use its consumer protection authority to initiate enforcement actions in data privacy and security matters.\n\n9\n\nIf\nwe are unable to protect the privacy and security of our customers’ data, we could be found to have breached our contracts with\nour customers, we could face civil and criminal penalties under federal and state laws, we could be subject to litigation and we could\nsuffer reputational harm or other damages. We may not be able to adequately address the business, technical and operational risks created\nby HIPAA and other privacy and security regulations. Furthermore, we are unable to predict what changes to HIPAA or other laws or regulations\nmight be made in the future or how those changes could affect our business or the costs of compliance.\n\n**Our\nproprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application\nof our resources from other purposes, any of which could harm our business and operating results.**\n\nProprietary\nsoftware development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles,\nand it is possible that we discover additional problems that prevent our proprietary applications from operating properly. We are currently\nimplementing software with respect to a number of new applications and services. If our software does not function reliably or fails\nto achieve client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts\nwith us. This could damage our reputation and impair our ability to attract or maintain clients.\n\nMoreover,\ndata services are complex as those we offer have in the past contained, and may in the future develop or contain, undetected defects\nor errors. Material performance problems, defects or errors in our existing or new software and applications and services may arise in\nthe future and may result from interface of our offering with systems and data that we did not develop and the function of which is outside\nof our control or undetected in our testing. These defects and errors and any failure by us to identify and address them could result\nin loss of revenue or market share, diversion of development resources, injury to our reputation and increased service and maintenance\ncosts. The costs incurred in correcting any defects or errors may be substantial and could adversely affect our operating results.\n\n**We\ndepend on data centers operated by third parties for our products, and any disruption in the operation of these facilities could adversely\naffect our business.**\n\nWe\nprovide our products through a third-party data center. While we control and have access to our servers and all of the components of\nour network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data\ncenters have no obligation to renew agreements with us on commercially reasonable terms, or at all. If we are unable to renew any such\nagreements we may enter into on commercially reasonable terms, or if our data center operator is acquired, we may be required to transfer\nour servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption\nin connection with doing so.\n\nProblems\nfaced by our third-party data center locations could adversely affect the experience of our customers. The operators of the data centers\ncould decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by\nthe operators of the data centers or any of the service providers with whom we or they contract may have negative effects on our business,\nthe nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs\nfor capacity, this could have an adverse effect on our business. For example, a rapid expansion of our business could affect the service\nlevels at our data centers or cause such data centers and systems to fail. Any changes in third-party service levels at our data centers\nor any disruptions or other performance problems with our products could adversely affect our reputation or result in lengthy interruptions\nin our services. Interruptions in our services might reduce our revenue, cause us to issue refunds to customers for prepaid and unused\nsubscriptions, subject us to potential liability or adversely affect our renewal rates.\n\n**If\ncurrency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could\nbe adversely affected.**\n\nAs\nour trials are primarily based in Canada and we seek to operate our business on a global scale, we are exposed to the effects of fluctuations\nin currency exchange rates. We incur certain operating expenses in Canadian dollars. Fluctuations in the exchange rates between the U.S.\ndollar and the Canadian dollar could result in the dollar equivalent of such expenses being higher. This could have a negative impact\non our reported results of operations. Although we may in the future decide to undertake foreign exchange hedging transactions to cover\na portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.\n\n10\n\n**Our\nfuture U.S. operations and relationships with healthcare providers, investors, consultants, third-party payors, patients, and other customers\nmay be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which in the event of a violation\ncould expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.**\n\nOur\nfuture U.S. operations and arrangements with healthcare providers, physicians and third-party payors may expose us to broadly applicable\nfraud and abuse and other federal and state healthcare laws and regulations. These laws may constrain the business and/or financial arrangements\nand relationships through which we market, sell and distribute our products. Potentially applicable U.S. laws include:\n\n●\nthe\nfederal Anti-Kickback Statute, which prohibits the offer, payment, solicitation or receipt of any form of remuneration in return\nfor referring, ordering, leasing, purchasing or arranging for, or recommending the ordering, purchasing or leasing of, items or services\npayable by Medicare, Medicaid or any other federal healthcare program;\n\n●\nfederal\nfalse claims laws and civil monetary penalty laws, including the False Claims Act, which prohibit, among other things, individuals\nor entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other government\nhealthcare programs that are false or fraudulent, or making a false statement to avoid, decrease or conceal an obligation to pay\nmoney to the federal government;\n\n●\nHIPAA,\nwhich imposes federal criminal and civil liability for executing, or attempting to execute, a scheme to defraud any healthcare benefit\nprogram and making false statements relating to healthcare matters;\n\n●\nHIPAA,\nas amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations, also imposes\ncertain requirements relating to the privacy, security and transmission of individually identifiable health information; and\n\n●\nanalogous\nstate laws and regulations, such as state anti-kickback and false claims laws, which may be broader in scope and apply to referrals\nand items or services reimbursed by any third-party payers, including commercial insurers, many of which differ from each other in\nsignificant ways and often are not preempted by federal law, thus complicating compliance efforts.\n\nBecause\nof the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available under such laws, it\nis possible that some of our business activities could be subject to challenge under one or more of such laws. The scope and enforcement\nof each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform. Our risk of being found\nin violation of these laws is increased by the fact that some of these laws are open to a variety of interpretations. If our past or\npresent operations, practices, or activities are found to be in violation of any of the laws described above or any other governmental\nregulations that apply to us, we may be subject to penalties, including civil and criminal penalties, exclusion from participation in\ngovernment healthcare programs, such as Medicare and Medicaid, imprisonment, damages, fines, disgorgement, contractual damages, reputational\nharm, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect\nour ability to operate our business and our results of operations. Further, defending against any such actions can be costly, time-consuming\nand may require significant resources. Therefore, even if we are successful in defending against any such actions that may be brought\nagainst us, our customers may be unwilling to use our products and our business may be impaired.\n\n11\n\n**We\nmay not be in compliance with rules and regulations of the U.S. Food and Drug Administration (the “FDA”) should they become\napplicable to any products we develop in the future.**\n\nWe\nhave no current plans to market, advertise or sell computerized cognitive assessment aids in the United States. Types of computerized\ncognitive assessment aids for the measurement and assessment of behavioral and cognitive abilities such as brain games are games purporting\nto increase intelligence or cognitive function are currently regulated by the FDA as Class II medical devices. Such brain games may be\nsubject to clinical processes to determine their accuracy or validity. Terminology such as “neuroplasticity”, “attention”\nand “working memory” have become ubiquitous as the “brain game” market has grown. Current clinical practice refers\nto the use of cognitive software for the measurement of deficits as an “assessment”, and the use of software tools as rehabilitation\nmethods as “remediation”. Should we decide in the future to market, advertise, or sell products that may be considered by\nthe FDA as computerized cognitive assessment aids, we may be required to undergo costly and time-consuming clinical trials to prove the\naccuracy and validity of our computerized cognitive assessment aids, should we have any such products to market, sell or advertise in\nthe future.\n\n**The\nresults of any future clinical trials that we may need to perform in the future may not support our medical device candidate requirements\nor intended use claims or may result in the discovery of unanticipated inconsistent data**.\n\nWe\nhave no current plans to market, advertise or sell computerized cognitive assessment aids in the United States. The clinical trial process\nmay fail to demonstrate that our computerized cognitive assessment aids that we may develop in the future, are safe, effective, and consistent\nfor the desired or proposed indicated uses, which could cause us to abandon a product and may delay development of others. Any requirement\nto perform unanticipated clinical trials or delay or termination of any such unanticipated future clinical trials may delay or inhibit\nour ability to commercialize any computerized cognitive assessment aids that we may develop in the future; and affect our ability to\ngenerate revenues.\n\n**A\nsecurity breach or disruption or failure in a computer or communications systems could adversely affect us.**\n\nOur\noperations depend on the continued and secure functioning of our computer and communications systems and the protection of electronic\ninformation (including sensitive personal information as well as proprietary or confidential information) stored in computer databases\nmaintained by us or by third parties. Such systems and databases are subject to breach, damage, disruption or failure from, among other\nthings, cyber-attacks and other unauthorized intrusions, power losses, telecommunications failures, fires and other natural disasters,\narmed conflicts or terrorist attacks. We may be subject to threats to our computer and communications systems and databases of unauthorized\naccess, computer hackers, computer viruses, malicious code, cyber-crime, cyber-attacks and other security problems and system disruptions.\nUnauthorized persons may attempt to hack into our systems to obtain personal data relating to clinical trial participants or employees\nor our confidential or proprietary information or of third parties or information relating to our business and financial data. If, despite\nour efforts to secure our systems and databases, events of this nature occur, we could expose clinical trial participants or employees\nto financial or medical identity theft, lose clinical trial participants or employees or have difficulty attracting new clinical trial\nparticipants or employees, be exposed to the loss or misuse of confidential information or business and financial data, have disputes\nwith clinical trial participants or employees, suffer regulatory sanctions or penalties under applicable laws, incur expenses as a result\nof a data privacy breach, or suffer other adverse consequences including legal action and damage to our reputation.\n\n**RISKS\nASSOCIATED WITH OUR COMMON SHARES AND COMPANY**\n\n**We\nexpect that our stock price will fluctuate significantly.**\n\nThe\ntrading price of our common shares may be highly volatile and could be subject to wide fluctuations in response to various factors, some\nof which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this\nreport, these factors include:\n\n●\nannouncement\nof new products by our competitors;\n\n●\nrelease\nof new products by our competitors;\n\n●\nadverse\nregulatory decisions;\n\n●\ndevelopments\nin our industry or target markets; and\n\n●\ngeneral\nmarket conditions including factors unrelated to our operating performance.\n\n12\n\nRecently,\nthe stock market in general has experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme\nmarket volatility in the price of our common shares which could cause a decline in the value of our shares.\n\nMarket\nprices for securities of software development companies generally are volatile and the share price for our common shares has been historically\nvolatile. This increases the risk of securities litigation. Factors such as announcements of technological innovations, new commercial\nproducts, patents, the development of proprietary rights, results of clinical trials, regulatory actions, publications, financial results,\nour financial position, future sales of shares by us or our current shareholders and other factors could have a significant effect on\nthe market price and volatility of the common shares.\n\n**If\nour business is unsuccessful, our shareholders may lose their entire investment.**\n\nAlthough\nshareholders will not be bound by or be personally liable for our expenses, liabilities or obligations beyond their total original capital\ncontributions, should we suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their\nentire investment in our Company.\n\n**Trading\nof our common shares on the Pink Open Market is limited and sporadic, making it difficult or impossible for our shareholders to sell\ntheir shares or liquidate their investments.**\n\nThere\nis a very limited market for our common shares. On April 30, 2019, our common shares were removed from the OTCQB Venture Market to the\nPink Open Market. Prior to the listing of our common shares for trading on the OTCQB Venture Market in November 2016, there was no public\nmarket for our common shares. The Pink Open Market is a significantly more limited market than the OTCQB Venture Market and established\nexchanges such as the New York Stock Exchange or NASDAQ. There is no assurance that a sufficient market will develop in our shares, and\nthe lack of an active market will impair your ability to sell your common shares at the time you wish to sell them or at a price that\nyou consider reasonable. The lack of an active market may also reduce the fair value of our common shares. An inactive market may also\nimpair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies\nor technologies by using our shares as consideration. Even after trading volume increases, trading through the Pink Open Market or the\nOTCQB Venture Market, if our shares regain eligibility to be quoted on the OTCQB Venture Market, is frequently thin and highly volatile.\n\n**Our\ncommon shares are subject to the “penny stock” rules of the SEC and we have no established market for our securities, which\nmakes transactions in our stock cumbersome and may reduce the value of an investment in our stock.**\n\nThe\nSEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity\nsecurity that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain\nexceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s\naccount for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction,\nsetting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions\nin penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and\n(ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient\nknowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.\n\nThe\nbroker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to\nthe penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination;\nand (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.\n\nGenerally,\nbrokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more\ndifficult for investors to dispose of our common shares and cause a decline in the market value of our stock.\n\nDisclosure\nalso has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions\npayable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies\navailable to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent\nprice information for the penny stock held in the account and information on the limited market in penny stocks.\n\n**We\nare a “foreign private issuer”, and you may not have access to the information you could obtain about us if we were not a\n“foreign private issuer”.**\n\nWe\nare considered a “foreign private issuer” under the Securities Act of 1933, as amended. As a foreign private issuer we will\nnot have to file quarterly reports with the SEC nor will our directors, officers and 10% stockholders be subject to Section 16(b) of\nthe Exchange Act. Such exemption may result in shareholders having less data and there being fewer restrictions on insiders’ activities\nin our securities. As a foreign private issuer, we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore,\nRegulation FD does not apply to non-U.S. companies and will not apply to us. Accordingly, you may not be able to obtain information about\nus as you could obtain if we were not a “foreign private issuer”.\n\n13\n\n**Because\nthe majority of our assets and of directors are located outside the United States, it may be difficult for an investor to enforce within\nthe United States any judgments obtained against us or any of our officers and directors.**\n\nA\nmajority of our assets are presently located outside of the United States. In addition, some of our directors and officers are nationals\nand/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located\noutside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United\nStates any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions\nof the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada\nwould recognize or enforce judgments of United States courts obtained against us or our directors and officers predicated upon the civil\nliability provisions of the securities laws of the United States or any state thereof. There is even uncertainty as to whether the Canadian\ncourts would have jurisdiction to hear original actions brought in Canada against us or our directors and officers predicated upon the\nsecurities laws of the United States or any state thereof.\n\n**Because\nwe do not intend to pay any cash dividends on our common shares, our shareholders will not be able to receive a return on their shares\nunless they sell them.**\n\nWe\nintend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends\non our common shares in the foreseeable future. Unless we pay dividends, our shareholders will not be able to receive a return on their\nshares unless they sell them at a price higher than that which they initially paid for such shares.\n\n**Because\nwe are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our shareholders have limited\nprotections against interested director transactions, conflicts of interest and similar matters.**\n\nThe\nSarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange, the NYSE American and\nNASDAQ, as a result of Sarbanes-Oxley Act of 2002, require the implementation of various measures relating to corporate governance. These\nmeasures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed\non those exchanges. Because we will not be seeking to be listed on any of the exchanges, we will not be presently required to comply\nwith many of the corporate governance provisions.\n\n**Our\nauthorized capital consists of an unlimited number of shares of one class designated as common shares. We may, in the future, issue additional\ncommon shares, which would reduce investors’ percent of ownership and may dilute our share value.**\n\nOur\nArticles of Incorporation authorizes the issuance of an unlimited number of our common shares, no par value, of which 1,482,014,555 shares\nare currently issued and outstanding. The future issuance of common shares may result in substantial dilution in the percentage of our\ncommon shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis. The\nissuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of\nthe shares held by our investors and may have an adverse effect on any trading market of our common shares.\n\n14\n\n**Offers\nor availability for sale of a substantial number of our common shares may cause the price of our common shares to decline.**\n\nIf\nour shareholders sell substantial amounts of our common shares in the public market, including shares issued in the public offering and\nshares issued upon conversion of outstanding convertible notes or exercise of outstanding warrants, or upon the expiration of any statutory\nholding period, under Rule 144, or upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred\nto as an “overhang” and in anticipation of which the market price of our common shares could fall. The existence of an overhang,\nwhether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through\nthe sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.\n\n**We\nqualify as an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act. As a result, we are permitted\nto, and intend to, rely on exemptions from certain disclosure requirements.**\n\nFor\nso long as we are an emerging growth company, we will not be required to:\n\n●\nhave an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;\n\n●\ncomply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation\nor a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an\nauditor discussion and analysis);\n\n●\nsubmit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;”\nand\n\n●\ndisclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons\nof the chief executive officer’s compensation to median employee compensation.\n\nWe\nwill remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal\nyear in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer”\nas defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our ordinary\nshares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter\nor (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.\n\nUntil\nsuch time, however, we cannot predict if investors will find our common shares less attractive because we may rely on these exemptions.\nIf some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares\nand our share price may be more volatile.\n\nIn\naddition, when these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward\nensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of us ceasing to\nbe an emerging growth company or the timing of such costs. In addition, once we no longer qualify as an emerging growth company under\nthe JOBS Act and lose the ability to rely on the exemptions related thereto, depending on our status as per Rule 12b-2 of the Securities\nExchange Act of 1934, as amended, our independent registered public accounting firm may also need to attest to the effectiveness of our\ninternal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. We will be performing the system and process\nevaluation and testing (and any necessary remediation) required to comply with the management certification and eventual auditor attestation\nrequirements of Section 404 of the Sarbanes-Oxley Act of 2002 when we are no longer an emerging growth company. This process will require\nthe investment of substantial time and resources, including by our senior management. As a result, this process may divert internal resources\nand take a significant amount of time and effort to complete.\n\n15\n\n**Since\nwe have elected under Section 107 of the JOBS Act to use the extended transition period with respect to complying with new or revised\naccounting standards, our financial statements may not be comparable to companies that comply with public company effective dates making\nit more difficult for an investor to compare our results with other public companies.**\n\nSection\n107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section\n102(b)(2)(B) of the Act for complying with new or revised accounting standards. In other words, as an emerging growth company we can\ndelay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected\nto take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those\nof companies that comply with such new or revised accounting standards.\n\n**We\nmay be classified as a Passive Foreign Investment Company, or PFIC, for U.S. federal income tax or become, a PFIC in future years, which\nmay have negative tax consequences for U.S. investors.**\n\nWe\nwill be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of our gross income\nis “passive income” or (ii) on average at least 50% of our assets by value produce passive income or are held for the production\nof passive income. Based on our estimated gross income, the average value of our gross assets, and the nature of our business, we may\nbe classified as a PFIC in the current taxable year and may be treated, or may become, a PFIC in future years. If we are treated as a\nPFIC for any taxable year during which a U.S. investor held our common shares, certain adverse U.S. federal income tax consequences could\napply to the U.S. investor. See “Item 10. Additional Information – E. Taxation– Passive Foreign Investment Company\nRules.”"}