CJMB

New in FY2025

• RISKS RELATED TO OUR COMPANY AND OUR BUSINESS Historically, we have incurred significant losses and we may continue to incur losses in the future.
• We generated a net loss of $(7,966,366) for the year ended December 31, 2025 and have historically incurred significant losses, including losses of $(2,293,648) for the year ended December 31, 2024.
• As of December 31, 2025, we had an accumulated deficit of $(10,260,014).
• In order to achieve and sustain revenue growth in the future, we must expand our market presence and revenues from existing and new customers.
• We may continue to incur losses in the future and may never generate revenues sufficient to become profitable or to sustain profitability.
• Continuing losses may impair our ability to raise the additional capital required to continue and expand our operations.
• We have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations.
• We depend on the availability of certain component products used in our solutions; delays or increased costs in the procurement of components manufactured by third parties could adversely affect our business operations, financial performance and results of operations, and we may experience customer dissatisfaction and harm to our reputation.
• If we fail to procure sufficient components used in our products from our third-party manufacturers, we may be unable to deliver our solutions to our customers on a timely basis, which could lead to customer dissatisfaction and could harm our reputation and ability to compete.
• We currently acquire various component parts for our solutions from various independent manufacturers, some of which are sole sourced.
• We would likely experience significant delays or cessation in producing some of these components if a labor strike, natural disaster, public health crisis, act of war or other supply disruption were to occur.
• If we are unable to procure a component from one of our manufacturers, we may be required to enter into arrangements with one or more alternative manufacturing companies, which may cause delays in producing components or result in significant increases in costs.
• To date, we have not experienced any material delay that has adversely impacted our operations, but this does not mean that we will continue to have timely access to adequate supplies of essential materials and components in the future or that supplies of these materials and components will be available on satisfactory terms when needed.
• If our vendors for these materials and components are unable to meet our requirements, fail to make shipments in a timely manner, or ship defective materials or components, we could experience a shortage or delay in supply or fail to meet our contractual requirements, which would adversely affect our results of operations and negatively impact our cash flow and profitability.
• Continued delay in our ability to produce and deliver our products and services could also cause our customers to purchase alternative products and services from our competitors and/or harm our reputation.
• We plan to further enhance our sales, marketing and distribution capabilities in the Americas, EMEA, and APAC.
• Our products and services may expose us to liability in excess of our current insurance coverage.
• Our platform of products and services involve significant risks of liability, which may substantially exceed the revenues we derive from them.
• We cannot predict the magnitude of these potential liabilities.
• We currently maintain general liability insurance and product liability insurance.
• Claims may be made against us that exceed the limits of these policies.
• Our liability policy is an “occurrence” based policy.
• Thus, our policy is complete when we purchased it and following cancellation of the policy it continues to provide coverage for future claims based on conduct that took place during the policy term.
• Our insurance coverage, however, may not protect us against all liability because our policies typically have various exceptions to the claims covered and also require us to assume some costs of the claim even though a portion of the claim may be covered.
• In addition, if we expand into new markets, we may not be aware of the need for, or be able to obtain insurance coverage for such activities or, if insurance is obtained, the dollar amount of any liabilities incurred could exceed our insurance coverage.
• A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, financial condition and results of operations.
• Our customers may ship potentially harmful biological materials in our dewars.
• For the year ended December 31, 2025, three customers, Customer 1 (58%), Customer 2 (10%), and Customer 3 (11%), accounted for approximately 79% of total revenues generated.
• For the year ended December 31, 2024, three customers, Customer 1 (51%), Customer 4 (18%) and Customer 2 (13%), accounted for approximately 82% of total revenues generated.
• In 2025, the Company experienced a reduction in revenue.
• Approximately $835,878 of the decrease was attributable to a significant customer temporarily suspending orders during the year.
• In addition, another customer significantly reduced its operations during 2025, and the Company no longer conducts business with that customer, which further contributed to the decline in revenue.
• We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for an exemption from certain corporate governance requirements.
• Croyle currently control collectively 62% of the voting power of our outstanding common stock.
• Williams controls approximately 42% of the voting power of our outstanding common stock and Dr.
• Croyle controls approximately 14% of such voting power, and as a result, we currently are, and will continue to be a “controlled company” within the meaning of the corporate governance standards.
• Changes in trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
• Our international operations and transactions depend upon favorable trade relations between the United States and the foreign countries in which our customers and suppliers have operations.
• It may be time consuming and expensive for us to adapt to any changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business.
• If such changes occur, this could adversely affect our business and results of operations.

and 5 more.

Gone since FY2024

• RISKS RELATED TO OUR COMPANY AND OUR BUSINESS We have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations.
• For the year ended December 31, 2024, three customers, Customer 1 (50.6%), Customer 2 (17.5%), and Customer 3 (13.3%), accounted for approximately 81.4% of total revenues generated.
• For the year ended December 31, 2023, three customers, Customer 1 (28%), Customer 4 (22%) and Customer 5 (15%), accounted for approximately 65% of total revenues generated.
• In 2024, the Company suffered a reduction in revenue, approximately $4,000,000 of which was due to a significant customer temporarily suspending ordering from the Company, though we anticipate continued business from them.
• Financial reporting obligations of being a public company are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
• As a publicly traded company, we will incur significant additional legal, accounting and other expenses that we did not incur as a privately company.
• The obligations of being a public company require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the stock exchange on which our common stock is listed.
• These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with.
• Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance.
• Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.
• If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
• Section 404 of Sarbanes-Oxley requires annual management assessments of the effectiveness of our internal control over financial reporting.
• If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
• If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley.
• Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.
• If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.
• The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.
• As a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act.
• We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.
• We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.
• We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
• Our management has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls.
• For example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with generally accepted in the United States of America (“GAAP”) compliance.
• Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
• We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff.
• However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.
• Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC.
• Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.
• We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.
• As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.
• Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act.
• At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for an exemption from certain corporate governance requirements.
• Croyle currently control collectively 70.6% of the voting power of our outstanding common stock.
• Williams control approximately 52.1% of the voting power of our outstanding common stock and Dr.
• Croyle control approximately 18.5% of such voting power, and as a result, we currently are, and will continue to be a “controlled company” within the meaning of the corporate governance standards.