CSAI

For example, various states, such as California, Massachusetts, and others, have implemented similar privacy laws and regulations, such as the California Consumer Privacy Act (the “CCPA”), which created new data privacy rights for users.
For example, Virginia passed its Consumer Data Protection Act, and Colorado passed the Colorado Privacy Act, both of which differ from the CPRA and became effective in 2023.
Shares of our Class A common stock were first listed on the Nasdaq Capital Market in January 2025, and the market price of the shares has declined significantly since the initial listing.
Issues raised by the use of AI (including machine learning) in our platforms may result in reputational harm or liability.
Our business may be adversely impacted by leverage in connection with acquisitions.
If we are able to identify acquisition candidates, such acquisitions may be financed with a substantial amount of indebtedness.
We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives.
We are subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequately prepared.
As a public company since only January 2025, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company.
These rules and regulations have increased our legal and financial compliance costs, have made certain activities more time-consuming and costly, and require our management and other personnel to devote a substantial amount of time to compliance initiatives.
As a public company, we are also required to maintain disclosure controls and procedures.
However, the Company was a development stage company until 2021.
For the fiscal years ended December 31, 2025 and December 31, 2024, we incurred net losses of approximately $8.5 million and approximately $6.5 million, respectively.
Our operations have consumed substantial amounts of cash since inception, and we expect our expenses to increase in connection with our ongoing activities and growth.
General and administrative expenses will increase as we grow and because the cost of maintaining a public company is significantly higher than maintaining a privately held company.
Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned.
Our future funding requirements will depend on many factors, including, but not limited to: · the initiation, progress, timeline, cost and results of our products; · the cost and timing of manufacturing activities; · the effect of competing technological and market developments; · the payment of licensing fees, potential royalty payments and potential milestone payments; · the cost of general operating expenses; and · the costs of operating as a public company.
During 2025, we raised capital through the sale of our preferred stock, which is convertible into our Class A common stock.
We also have financing facilities in place that may result in additional sales of our convertible preferred stock and/or Class A common stock.
Please see Note 5, Share Capital below for more information.
We have historically incurred losses from operations.
For the fiscal year ended December 31, 2025, we incurred a net loss of approximately $8.5 million and, as of December 31, 2025, we had an accumulated deficit of approximately $49.3 million.
Since inception we have relied primarily on financing activities to fund our operations, including raising over $35 million in funding in an offering under Regulation A of the Securities Act.
During 2025, we raised additional capital through the sale of shares of our Series 1 Convertible Preferred Stock (the “Series 1 Preferred”) for gross proceeds of $6.3 million and the sale of shares of our Series 2 Convertible Preferred Stock (the “Series 2 Preferred”) for aggregate gross proceeds of $11.0 million.
The Series 1 Preferred shares and Series 2 Preferred shares were sold to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”).
Pursuant to the agreement we have in place with Streeterville, we may sell additional shares of our Series 2 Preferred to Streeterville for aggregate gross proceeds of $29.0 million, subject to the terms and conditions of that agreement.
In addition, we have entered into an Equity Purchase Agreement with Atlas Sciences, LLC, a Utah limited liability company (“Atlas”), that gives us the right, subject to the terms and conditions of that agreement, to require that Atlas purchase up to an aggregate of $50.0 million of our Class A common stock.
The Equity Purchase Agreement expires November 25, 2024.
In February 2026, we entered into an Equity Distribution Agreement with Maxim Group, LLC, a Delaware limited liability company (“Maxim”), that allows us to sell shares of our Class A common stock in an “at-the-market” offering through Maxim, as sales agent, for aggregate gross proceeds of $9.0 million, subject to the terms and conditions of that agreement.
Please see Note 5, Share Capital below for more information regarding these various financing arrangements.
We believe our ability to sell additional shares of our Series 2 Preferred stock to Streeterville and our ability to sell shares of our Class A common stock to Atlas and through our agreement with Maxim, in each case subject to the respective terms and conditions of those agreements, will provide us with, and allow us to maintain, stockholders’ equity in excess of the required minimum under Nasdaq Listing Rule 5505(b) as well as enable us to fund our operations through at least the next 12 months.
Nasdaq Listing Rule 5505(b)(1) requires that we maintain stockholders' equity of at least $2.5 million for continued listing on the Nasdaq Capital Market.
As of December 31, 2025, our stockholders' equity was approximately $8.9 million.
It is possible that we may not be able to satisfy all of the requirements and conditions to allow us to sell additional shares of our capital stock through the financing arrangements described above, including if we are unable to regain compliance with the minimum bid price requirement applicable under Nasdaq rules, as described below.
We do not currently have any debt financing, but we may pursue debt financing to raise capital necessary to fund our operations, particularly if we are unable to sell additional shares of capital stock through the financing arrangements described above.
For the year ended December 31, 2025, Hasta Capital accounted for approximately 17%, RV Mobile Power accounted for approximately 17%, Federal Capitol Partners accounted for approximately 6%, and Greystar accounted for approximately 5% of our revenues, respectively.
Risks Related to the Ownership of Our Class A common stock We received a notice from Nasdaq that our Class A common stock may be delisted from trading on the Nasdaq Capital Market if we fail to comply with the continued listing requirements, including the minimum bid price requirement.
A delisting of our Class A common stock is likely to reduce the liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.
We are required to comply with certain Nasdaq continued listing requirements, including a minimum bid price for our Class A common stock, as well as a series of financial tests relating to stockholder equity, market value of listed securities and number of market makers and stockholders.
If we fail to maintain compliance with any of those requirements, our common shares could be delisted from Nasdaq.

and 46 more.

Gone since FY2024

For example, various states, such as California, Massachusetts, and others, have implemented similar privacy laws and regulations, such as the California Consumer Privacy Act, which took effect January 1, 2020 (the “CCPA”), and creates new data privacy rights for users.
For example, Virginia recently passed its Consumer Data Protection Act, and Colorado recently passed the Colorado Privacy Act, both of which differ from the CPRA and became effective in 2023.
Personnel may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value.
In addition, many of our personnel may be able to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us.
Any of these factors could harm our business, financial condition and results of operations.
Issues raised by the use of artificial intelligence (“AI”) (including machine learning) in our platforms may result in reputational harm or liability.
Our business may be adversely impacted by additional leverage in connection with acquisitions.
If we are able to identify acquisition candidates, such acquisitions may be financed with a substantial amount of additional indebtedness.
We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.
We will be subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequately prepared.
As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company.
These rules and regulations will increase our legal and financial compliance costs, make certain activities more time-consuming and costly, and require our management and other personnel to devote a substantial amount of time to compliance initiatives.
As a public company, we will also be required to maintain disclosure controls and procedures.
For the fiscal years ended December 31, 2023 and December 31, 2022, we incurred net losses of approximately $7.04 and approximately $11.4 million, respectively.
Our operations have consumed substantial amounts of cash since inception, and we expect our expenses to increase in connection with our ongoing activities.
General and administrative expenses will increase as the cost of maintaining a public company is significantly higher than maintaining a privately held company.
Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned. · Our future funding requirements will depend on many factors, including, but not limited to: · the initiation, progress, timeline, cost and results of our products; · the cost and timing of manufacturing activities; · the effect of competing technological and market developments; · the payment of licensing fees, potential royalty payments and potential milestone payments; · the cost of general operating expenses; and · the costs of operating as a public company.
We have historically incurred losses from operations and, for the fiscal year ended December 31, 2024 we had an accumulated deficit of approximately $40,856,000, and stockholders’ equity of approximately $503,000.
Additionally, for the fiscal year ended December 31, 2024, we incurred a net loss of approximately $6,535,000.
Since inception we have relied primarily on financing activities to fund our operations, including raising over $35 million in funding in an offering under Regulation A of the Securities Act, and through the sale of preferred stock.
On November 25, 2024, we entered into a Securities Purchase Agreement , as amended by Amendment No. 1 to Securities Purchase Agreement, dated January 16, 2025, and Amendment No. 2 to Securities Purchase Agreement, dated January 29, 2025 (the “Series 1 Equity Financing”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) pursuant to the terms of which we agreed to issue and sell $6,300,000 of newly designated Series 1 Convertible Preferred Stock, par value $0.0001 per share (the “Series 1 Preferred”) and 720,000 pre-delivery shares to Streeterville.
The Series 1 Equity Financing closed on January 29, 2025.
On November 25, 2024, we also entered into an Equity Purchase Agreement (the “Equity Line”) with Atlas Sciences, LLC, a Utah limited liability company (“Atlas”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Atlas will purchase up to an aggregate of $50,000,000 of our Class A common stock over the 24-month term of the Equity Line.
On March 21, 2025, we entered into a second Securities Purchase Agreement (the “Series 2 Securities Purchase Agreement” or “Series 2 Equity Financing”) with Streeterville pursuant to the terms of which we agreed to issue and sell up to $40,000,000 of newly designated Series 2 Convertible Preferred Stock, par value $0.0001 per share (the “Series 2 Preferred” and, together with the Series 1 Preferred, the “Preferred Stock”) to Streeterville.
On March 25, 2025, at the initial closing of the Series 2 Equity Financing (the “Closing Date”), we issued and sold 4,500 shares of Series 2 Preferred to Streeterville, for an aggregate purchase price of $4,500,000.
Pursuant to the terms of the Series 2 Securities Purchase Agreement, Streeterville will also have, for a period ending on the later of (i) two years from the Closing Date, and (ii) the date on which it no longer holds any Preferred Stock, the right, but not the obligation, to reinvest up to an additional $4,000,000 into the Company in one or more tranches (of at least $100,000) at its election (the “Reinvestment Right”).
The Reinvestment Right supersedes and replaces the reinvestment right granted to Streeterville in connection with the Series 1 Equity Financing.
In addition, Streeterville will have the right, for a period ending six months after it no longer holds any Preferred Stock or is not otherwise owed any obligations from us, to participate in up to 30% of the amount sold in any debt or equity financing that we consummate (the “Participation Right”).
The Participation Right supersedes and replaces the participation right granted to Streeterville in connection with the Series 1 Equity Financing.
The Series 1 Equity Financing, Series 2 Equity Financing and Equity Line will provide us with, and allow us to maintain, stockholders’ equity well in excess of the required minimum under Nasdaq Listing Rule 5505(b) as well as enable us to fund our operations through at least the next twelve months.
Notwithstanding, we may also raise additional capital pursuant to one or more registered offerings of equity or debt securities.
To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution.
For the year ended December 31, 2023, SunRoad Enterprises accounted for approximately 18% and CONAM Management accounted for approximately 9% of our revenues, respectively.
Risks Related to the Ownership of Our Class A common stock An active trading market for our Class A common stock may not be sustained, and the market price of shares of our Class A common stock may be volatile.
Prior to the listing of our Class A common stock, there was no public market for shares of our Class A common stock.
Sales of a substantial number of our Class A common stock in the public market could cause the price of our shares of Class A common stock to decline, and a decline in the market price for our Class A common stock could impair our ability to raise capital through the future sale of additional equity securities.
A substantial sale of our Class A common stock by one or more major stockholders, could result in an oversupply of our Class A common stock on Nasdaq and cause the public trading price of our Class A common stock to decline significantly.
B common stock with super voting rights.
Our capital stock as of the date hereof consists of Class A common stock and Class B common stock.
The existence of, and voting rights associated with, our Class B common stock, either alone or in conjunction with certain of the other provisions of our amended and restated certificate of incorporation could also have the effect of delaying, deterring or preventing a change in our control or make the removal of our management more difficult.

and 16 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch CSAI. Know when insiders buy.

One email the day a filing lands. Free.