UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, 2024

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file number 001-40701

RISKON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:     Common Stock, par value $0.001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☐  No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ☐  No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐  No  ☒

As of September 30, 2023, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1,512,503 based on the closing sale price as reported on the Nasdaq Stock Market of $0.8403. Shares of the registrant’s common stock held by executive officers, directors or 10% beneficial owners and by each other person who may be deemed to be an affiliate of the registrant have been excluded from this computation. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

There were 32,666,241 shares of common stock outstanding as of July 12, 2024.

Documents incorporated by reference: None

RISKON INTERNATIONAL, INC. AND SUBSIDIARIES

FORM 10-K

 FOR THE FISCAL YEAR ENDED MARCH 31, 2024

INDEX

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Report is filed, and we do not intend to update any of the forward-looking statements after the date this Report is filed to confirm these statements to actual results, unless required by law.

This Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Report and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this Report. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

RISK FACTOR SUMMARY

Below is a summary of the principal factors that make an investment in our common stock speculative. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Report and our other filings with the SEC before making investment decisions regarding our common stock.

PART I

As used in this Report, the terms “we,” “us,” “our,” “RiskOn International,” “ROII” and the “Company” mean RiskOn International, Inc., a Nevada corporation and its consolidated subsidiaries, unless otherwise indicated.

Overview

On November 1, 2023, BitNile Metaverse, Inc. changed its name to RiskOn International, Inc. and its ticker from BNMV to ROI, which became ROII when trading of the shares of our common stock (the “Common Stock”) was suspended by Nasdaq on February 28, 2024. We are a holding company incorporated in the State of Nevada on November 19, 2007. The change in the name and ticker were undertaken to emphasize our commitment to developing a vertically integrated community while creating a seamless and enriched user experience.

We own 100% of BitNile.com, Inc. (“BNC”), including the BitNile.com Metaverse platform (the “Metaverse”). The Metaverse, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 2D and 3D immersive games. We also wholly own RiskOn360, Inc. (“RiskOn360”), formerly Ault Iconic, and GuyCare, Inc. (“GuyCare”). RiskOn360 organizes and holds business training conference and learning seminars on certain dates and in certain cities across the United States; RiskOn360 held one event during the twelve months ended March 31, 2024. GuyCare was formed in September 2023 and provides men’s health and wellness services as a core part of creating a sound and successful individual experience; GuyCare opened its first clinic in January 2024. We are developing askROI.com (“askROI”), an artificial intelligence (“AI”)- powered software-as-a-service (“SAAS”) platform through ROII. askROI will utilize a licensed large language model (“LLM”) to provide businesses with intelligent data analysis, actionable insights, and decision support. The platform is designed to integrate with existing company tools and data sources, offering solutions for sales, support, and administrative teams.

Key Developments in the Fiscal Year Ended March 31, 2024

On August 25, 2023, we, along with our former subsidiary Zest Labs, Inc. (“Zest Labs”) and Zest Labs Holdings, LLC (owned by Gary Metzger, one of our current board members and therefore a related party) (the “Purchaser”), entered into a stock purchase agreement, whereby the Purchaser purchased 100% of the issued and outstanding common stock of Zest Labs from us in exchange for the Purchaser agreeing to distribute any net proceeds from any new or ongoing intellectual property litigation or the sale or licensing of any intellectual property of Zest Labs to our shareholders of record as of November 15, 2022. As a result, Zest Labs is no longer our subsidiary. All the assets and liabilities have been assumed by the Purchaser and we recorded a gain of $683,152 from the disposal of Zest Labs.

On November 1, 2023, our wholly owned subsidiary, Agora Digital Holdings, Inc. (“Agora”) and Bitstream Mining LLC (“Bitstream”), Agora’s sole operating subsidiary, filed petitions for Chapter 7 bankruptcy in the United States Bankruptcy Court for the Western District of Texas. As a result, we deemed Agora to be a discontinued operation for the years ended March 31, 2024 and 2023. The cases are still pending before the court.

Through March 31, 2024, our former wholly owned subsidiaries have been treated for accounting purposes as divested. This Report includes only those subsidiaries as of March 31, 2024. The comparative financial statements for the year ended March 31, 2023 reflect the operations of those subsidiaries that were sold during the year ended March 31, 2024 as discontinued operations in the consolidated statements of operations and as assets and liabilities of discontinued operations on the consolidated balance sheets.

The Metaverse represents a significant development in the online metaverse landscape. By integrating various elements such as virtual markets, real world goods marketplaces and VIP experiences, gaming, social activities, sweepstakes, gambling, and more, we aim to revolutionize the way people interact online.

RiskOn360 organizes and holds business training and coaching conferences and learning seminars in certain cities across the United States. The curated events are designed for the attendees to learn from keynote speakers and panelists and have intimate networking opportunities.

In September 2023, we formed GuyCare, which provides health and wellness services as a core part of creating a sound and successful individual, specializing in men’s health. The clinics are expected to provide discreet and confidential care, ensuring men’s health and well-being through proven therapeutic interventions and innovative wellness programs. The first GuyCare clinic opened in January 2024.

We are focused on the development, promotion, and awareness of AI integration, primarily within the business community. We aim to cultivate businesses and individuals by offering a technology solution with high growth potential. Our newest endeavor, “askROI,” is a generative AI platform built upon a proprietary LLM. Businesses and individuals alike can leverage askROI’s capabilities for tasks such as research optimization, content creation, streamlined communication, and workflow improvement. Our ultimate vision for askROI is to create a one-stop-shop for individuals and businesses to access generative AI products. We plan to regularly integrate new tools and products within the askROI platform to continually expand the capabilities and opportunities within askROI.

Description of Business

BNC

Overview

BNC is an online gaming platform specializing in 2D and 3D sweepstakes casino games. Our 3D offerings immerse players in a metaverse-like environment, while our 2D games provide a more traditional casino experience. Players can participate in both free-play and sweepstakes modes, using virtual currencies (Nile Tokens and Nile Sweeps Coins) to engage with the platform’s diverse game library. Our platform is browser-based, eliminating the need for downloads or specialized hardware, and fosters a social community for interactive gameplay.

BNC’s games operate primarily on a free-to-play model, where players can participate and potentially win without any purchase necessary. Players can accumulate Nile Tokens through various methods, including gameplay, daily bonuses, promotional offers, and direct purchase. These Nile Tokens are used for standard play within the platform’s ecosystem and cannot be redeemed for cash or prizes. Additionally, players can acquire Nile Sweeps Coins through specific promotional activities, such as gameplay achievements, contests, or special offers. These Nile Sweeps Coins can be redeemed for cash prizes or other rewards, adding an extra layer of excitement and potential value to the gaming experience.

Business Strategy

BNC’s business strategy centers on innovation and user engagement within the rapidly growing digital entertainment market. BNC aims to leverage the demand for accessible, immersive, and socially driven experiences. The free-to-play model with the addition of sweepstakes through Nile Sweeps Coins aims to attract a wide range of players and incentivize continued engagement.

Key strategic initiatives include:

By focusing on these key strategic initiatives, including the strategic use of third-party game providers, BNC aims to establish itself in the sweepstakes gaming industry, providing a compelling and rewarding experience for players while driving sustainable growth and profitability.

Competition

BNC operates in a competitive landscape, facing competition from various players in the gaming and entertainment industry:

BNC differentiates itself through several key factors:

By combining these differentiating factors, BNC aims to carve out a distinct niche in the sweepstakes gaming market, appealing to a broader audience and providing a more immersive and socially engaging experience than many competitors.

Strategic Partnerships

To accelerate its growth and enhance its platform, BNC has established key strategic partnerships:

These strategic partnerships are expected to enable BNC to focus on its core competencies while leveraging the expertise and resources of established players in the technology, gaming, and management sectors. We believe that this collaborative approach will accelerate BNC’s time to market, enhance the Metaverse’s capabilities, and position us for sustained growth and success in the competitive sweepstakes gaming landscape.

BNC’s Product and Experience Portfolio

Regulatory Environment: Present and Future Challenges

The sweepstakes gaming industry operates within a complex and evolving regulatory landscape. While sweepstakes models are distinct from traditional gambling, they are still subject to various legal and regulatory requirements. These requirements can differ significantly across jurisdictions, making compliance a key concern for operators in this space.

Present Regulatory Challenges

Potential Future Regulatory Challenges

BNC is committed to maintaining strict compliance with all applicable sweepstakes laws and regulations. We proactively monitor regulatory developments, engage with industry stakeholders, and implement best practices to ensure that the Metaverse operates legally, ethically and responsibly. By prioritizing regulatory compliance, BNC aims to foster a safe and enjoyable environment for its players while contributing to the continued growth and legitimacy of the sweepstakes gaming industry.

GuyCare, Inc.

Overview

GuyCare seeks to become a leading provider of comprehensive healthcare solutions tailored to address the specific needs of the male population. Formed in 2023, GuyCare is building a consumer-centric platform that leverages innovative technologies, personalized treatments, and a patient-focused approach to transform the way men access and receive care for their health and wellness needs. GuyCare’s mission is to empower men worldwide to lead healthier, more fulfilling lives through the power of better health.

Addressing Unique Healthcare Needs

GuyCare recognizes the particular healthcare challenges faced by men and strives to offer a wide range of innovative products and services to meet those needs.

GuyCare’s portfolio of products and services addresses critical areas of men’s health, including sexual health, hair restoration, weight management, regenerative joint treatments, and overall well-being. GuyCare offers advanced treatments, such as medication-based therapies, Acoustic Wave Therapy for erectile dysfunction, and Platelet-Rich Plasma (“PRP”) injections for joint health, all delivered through a user-friendly digital platform and a network of highly qualified healthcare professionals.

In the area of sexual health, GuyCare provides treatments for erectile dysfunction, low testosterone, and premature discharge, utilizing medication-based therapies and innovative procedures like Acoustic Wave Therapy. This non-invasive treatment uses high-frequency sound waves to improve blood flow and promote tissue regeneration in the targeted area.

For hair restoration, GuyCare offers medication-based treatments in the form of pills and topical applications, carefully formulated to promote healthy hair growth and reduce hair loss.

Weight management solutions include products such as Semaglutide, a medication that regulates appetite and promotes feelings of fullness, as well as alternative options like weight loss pills. These treatments are selected based on their safety and efficacy profiles to support men in their weight loss journey.

Regenerative joint treatments, such as Adipose Derived Allograft and PRP injections, harness the body’s natural healing capabilities to promote tissue regeneration and reduce inflammation in affected joints. These treatments are complemented by a range of vitamins and supplements formulated to support joint health and overall well-being.

GuyCare’s platform enables men to access these healthcare solutions conveniently and discreetly, connecting patients with highly qualified healthcare professionals for personalized treatment plans.

Business Strategy and Market Differentiation

GuyCare’s business strategy is centered around three key pillars:

GuyCare operates through a hybrid model that integrates a proprietary telehealth platform with a physical clinic located in Utah. This approach enables GuyCare to extend its geographic reach and provide accessible, confidential healthcare services to men across the United States. By leveraging technology and personalized care, GuyCare aims to deliver high-quality services while emphasizing patient convenience and privacy. GuyCare competes with established entities such as Hims and medRx. However, we believe that GuyCare’s comprehensive suite of offerings and adaptable delivery model combining in-person and virtual care provides GuyCare with the potential to navigate market challenges effectively and capture a growing portion of the expanding men’s health sector.

Growth Opportunities

GuyCare, having recently opened for business in 2024, is focused on several key growth strategies to establish itself as a competitive player in the men’s health sector:

Regulatory Environment

As a consumer-focused health and wellness company delivering comprehensive telehealth technologies, services, and products (both prescription and over the counter), GuyCare is required to comply with complex healthcare laws and regulations, as well as consumer protection laws, at both the state and federal levels. GuyCare’s business and operations are subject to extensive regulation in areas such as the practice of medicine, use of telehealth, relationships with healthcare providers, privacy as well as security of personal health information and product safety.

Innovative Delivery Model

GuyCare operates through a hybrid model comprising a single brick-and-mortar clinic and an advanced telehealth platform. This approach enables it to extend its reach, offering accessible and confidential healthcare services to men across diverse geographic locations. By leveraging technology and personalization, GuyCare strives to deliver exceptional care while prioritizing convenience and comfort for its patients.

Strategic Synergies

As a subsidiary of ROII, GuyCare benefits from shared resources, infrastructure, and expertise, enabling it to scale its operations efficiently. GuyCare’s growth strategy revolves around expanding its clinic network, further enhancing its telehealth capabilities, and forging strategic partnerships and acquisitions that align with GuyCare’s mission to improve men’s health outcomes globally.

Conclusion

GuyCare stands at the forefront of men’s health and wellness, committed to delivering personalized, discreet, and comprehensive solutions that empower men to lead healthier, more fulfilling lives. With GuyCare’s unwavering dedication to innovation, excellence, and patient-centered care, it is poised to capitalize on the growing demand for specialized men’s healthcare services and make a meaningful impact on the well-being of its clients nationwide.

Further, GuyCare is well-positioned to capitalize on the growing demand for specialized men’s healthcare services by leveraging its brand, innovative products and services, and commitment to clinical excellence. As GuyCare expands its clinic network, enhance its telehealth capabilities, and forge strategic partnerships, it is poised to make a lasting impact on the well-being of men worldwide while driving long-term value. GuyCare’s strong focus on compliance with the complex regulatory landscape governing healthcare, telehealth, and privacy ensures that it can navigate the challenges and opportunities in the evolving men’s health market.

askROI

Overview

askROI, an endeavor of ROII, will be an AI-powered SAAS platform designed to enhance how businesses leverage their data. Central to askROI’s potential technology is a licensed LLM from a leading provider, ensuring top-notch natural language processing, data security, and privacy compliance.

askROI integrates seamlessly with a company’s tools and data sources, delivering actionable insights, intelligent analysis, and data-driven decision support. The platform interprets complex queries, identifies relevant information, and provides contextualized responses, continuously learning and adapting to each organization’s unique language.

Whether used for empowering sales teams, enabling support teams, or providing administrators with real-time analytics, askROI aims to transform business operations. With exclusive access to advanced LLM technology, askROI sets a new standard for AI-powered insights in North America.

MeetKai Agreements

On July 12, 2024 (the “Execution Date”), we entered into (i) a Master Services Agreement (the “MSA”), (ii) a Statement of Work #1 to the MSA (the “MSA SOW”), (iii) a Development Agreement (the “DA”), (iv) a Statement of Work #1 to the DA (the “DA SOW” and collectively with the MSA, the MSA SOW and the DA, the “Transaction Documents”), and (v) a letter agreement (the “Side Letter”) with MeetKai, Inc. (“MeetKai”). The MSA and MSA SOW supersede, in their entirety, the Master Services Agreement and Statement of Work #1 to the Master Services Agreement we entered into with MeetKai, dated February 21, 2024, which prior agreements, pursuant to their terms, never became effective and were terminated simultaneously with the execution of the Transaction Documents.

MSA and MSA SOW

Pursuant to the MSA and the MSA SOW, MeetKai granted us a right (the “License”) to use, sub-license and/or resell MeetKai’s generative AI platform (the “LLM Platform”). The License will be perpetual (the “MSA Term”) and we will have the (i) right (which shall be exclusive during the first two years of the MSA Term, and non-exclusive thereafter) to use, sub-license and/or resell the LLM Platform on a “white-labeled self-service basis” to our end customer (the “End User”), provided that such end customers are headquartered within the territory of North America (the “Territory”) and (ii) non-exclusive right to use, sub-license and/or resell the LLM Platform to an End User outside the Territory. Either party will have the right to terminate the License (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice or (B) at any time if the other party materially breaches the MSA SOW and fails to cure such breach within agreed upon cure periods. In addition, we will have the right to terminate the License at any time beginning 20 months after the Execution Date, for any or no reason, upon 60 days prior written notice.

The licensing fee (the “Licensing Fee”) for the License during the MSA Term will be payable as follows: (i) $666,667 within five (5) days of the Execution Date; (ii) $666,667 on the 15^th day of each month, starting in August 2024 through December 2024; and (iii) $333,334 on the 15^th day of each month, starting in January 2025 through the end of the MSA Term. In addition, we have agreed to pay MeetKai a royalty (the “Royalty”) of ten percent (10%) of all Net Income (as defined in the MSA SOW) after askROI has achieved a cumulative revenue threshold of $4 million. Further, we will reimburse MeetKai 100% of its Operational Costs (as defined in the MSA SOW) for maintaining the front-end and back-end of the LLM Platform under the MSA.

DA and DA SOW

Pursuant to the DA and the DA SOW, MeetKai will design and develop a website for us to be used by the End Users, which will integrate an AI knowledge base chat and virtual assistant platform incorporating the use of the LLM Platform (the “Interface”). Either party will have the right to terminate the DA SOW (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice or (B) at any time if the other party materially breaches the DA SOW and fails to cure such breach within agreed upon cure periods. In addition, we will have the right to terminate the DA SIW at any time beginning 20 months after the Execution Date, for any or no reason, upon 60 days prior written notice.

The development fee (the “Development Fee”) for the Interface during the Term will be payable as follows: (i) $166,667 within five (5) days of the Execution Date; (ii) $166,667 on the 15^th day of each month, starting in August 2024 through December 2024; and (iii) $83,333 on the 15^th day of each month, starting in January 2025 through the end of the term.

Side Letter

Pursuant to the Side Letter, we and MeetKai agreed to supplement and modify the Transaction Documents as follows:

Product Functionality

Business Strategy

askROI is currently in testing, with a focus on support and commercial applications. Its flexible architecture and powerful AI capabilities make it suitable for a wide range of industries. The go-to-market strategy involves refining the core product based on feedback from beta users and rolling it out in stages to additional sectors.

Key strategic initiatives include:

By pursuing these strategic initiatives, askROI aims to position itself as a leading AI-powered insights engine for businesses in North America, driving data-driven decision-making and operational excellence across various industries.

Competition

askROI competes in a dynamic market with several established players in the AI and analytics space. While we believe our exclusive licensing agreement for cutting-edge LLM technology provides a competitive edge, we recognize that we are only one of many suppliers to offer AI-powered insights, most of which have far greater financial, operational and other resources than we do.

Key strengths include:

Despite these strengths, we are aware of the significant competition from both established companies and emerging startups, many of which are well-funded and have substantial resources. To compete effectively, we focus on building a strong brand, cultivating customer loyalty, and leveraging our partner ecosystem to deliver comprehensive solutions.

Our success depends on consistently delivering value, staying at the forefront of technological innovation, and adapting to market needs. By remaining agile, customer-focused, and committed to our vision, askROI aims to navigate the competitive landscape and establish a strong presence in the North American market.

Regulatory Environment (Present and Future)

The regulatory landscape for AI and data-driven technologies is evolving rapidly, presenting both challenges and opportunities for askROI. Our exclusive licensing agreement for the LLM technology in North America adds an additional layer of complexity, as it must ensure compliance not only with regional regulations but also with the terms and conditions of the licensing agreement itself.

On the one hand, the increasing focus on data privacy and security, as exemplified by regulations such as the GDPR, highlights the critical importance of responsible data management and protection. This aligns closely with our core values and our commitment to ensuring the security and confidentiality of customer data.

On the other hand, the lack of clear and consistent guidelines around the ethical development and use of AI technologies creates a degree of uncertainty for companies operating in this space. As regulators and policymakers work to catch up with the rapid pace of technological advancement, there is a risk of overregulation or fragmented regulatory frameworks that could hinder innovation and growth.

To navigate this complex regulatory environment, askROI is proactively taking steps designed to ensure compliance with existing regulations while also staying ahead of potential future developments, including:

By proactively addressing these regulatory considerations, staying at the forefront of industry best practices, and working closely with its LLM technology provider, askROI aims to ensure its own compliance and success while delivering innovative AI solutions to its customers.

As the regulatory landscape continues to evolve, askROI will remain vigilant and adaptable, always prioritizing the needs of its customers and the integrity of its platform. By doing so, we are confident in our ability to navigate any regulatory challenges that may arise and emerge as a leader in responsible, compliant AI innovation for businesses in the North American market.

RiskOn360

RiskOn360 organizes and hosts an annual global success conference that serves as a promotional vehicle for our company and our various offerings. The conference is designed to foster growth and success among attendees by providing a platform for renowned speakers to share their experiences and strategies for achieving success in both their professional and personal lives.

The primary objective of the RiskOn360 conference is to educate and inspire attendees by exposing them to a wide range of success stories, innovative ideas, and best practices from across various industries. By bringing together successful individuals from diverse backgrounds, RiskOn360 aims to create a unique learning environment that encourages networking, collaboration, and personal growth.

In addition to the annual conference, RiskOn360 is responsible for managing and coordinating the numerous speaking engagements of our representatives. These speaking engagements serve as an important tool for promoting our overall objectives, educating potential clients and partners about our offerings, and establishing our representatives as thought leaders in their respective fields.

Through its conference and speaking engagement activities, RiskOn360 plays a crucial role in supporting our mission to provide innovative solutions and valuable insights to its clients, ultimately contributing to their success and growth. RiskOn360’s efforts in organizing these events not only help to strengthen our brand recognition but also provide a platform for showcasing our expertise and capabilities to a wide audience. 

Corporate Information

We were incorporated in Nevada in 2007. Our principal executive offices are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141, and our telephone number is (800) 762-7293.

We maintain website addresses at www.riskonint.com, www.bitnile.com, www.riskon360.com, and www.guycare.com. Our websites and the information contained on, or that can be accessed through, these websites are not incorporated by reference in, and are not part of this Report.

Environmental Compliance

We do not believe that our operations, in the aggregate, have a significant environmental impact.

Please review the Risk Factors in Item 1A of this Report with regard to potential environmental and other compliance expenses.

Intellectual Property

We do not currently own, and do not have any current plans to seek, any patents in connection with our existing and planned operations. We do expect to rely upon trade secrets, trademarks, service marks, trade names, copyrights and other intellectual property rights and expect to license the use of intellectual property rights owned and controlled by others. In relation to bitnile.com, our intellectual property rights stipulate that MeetKai holds ownership of all platform and service components, including modifications and creative assets generated during our collaboration. However, ownership of our specific content remains with us. If our content becomes part of collaborative creative assets, MeetKai assumes ownership of these assets, excluding our trademarks.

Dependence on Major Customers

In the fiscal year ended March 31, 2024, we did not recognize any revenue from a customer that represented 10% or more of our total revenue.

Human Capital Resources

We are committed to attracting and retaining the brightest and best talent, so investing in human capital is critical to our success. The employee traits we value include industriousness, intellectual curiosity, growth mindset and deeply caring about the quality of work. The human capital measures and objectives that we focus on in managing our business include employee safety, talent acquisition and retention, employee engagement, development and training, diversity and inclusion, and compensation and pay equity. None of our employees is represented by a collective bargaining unit or is a party to a collective bargaining agreement. We believe that our relationship with our employees is good.

The following description provides an overall view of our company. Since we are a holding company, however, every statement may not be applicable to every subsidiary.

Employee Profile

As of March 31, 2024, we had 36 employees, all located in the U.S., of whom 3 were engaged in engineering and product development, 11 in sales and marketing, 17 in general operations and 5 in general administration and finance. All of these employees are employed on a full-time basis. None of our employees is currently represented by a trade union. We consider our relations with our employees to be good.

As of March 31, 2024, approximately 41% of our current workforce is female and 59% male, and our average tenure is 1.3 years.

Talent

A core tenet of our talent system is to both develop talent from within and supplement with external hires. This approach has yielded loyalty and commitment in our employee base which in turn grows our business, our products, and our customers, while adding new employees and external ideas supports a continuous improvement mindset and our goals of a diverse and inclusive workforce.

We believe we materially comply with all applicable state, local and international laws governing nondiscrimination in employment in every location in which we operate. All applicants and employees are treated with the same high level of respect regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status.

Employee Engagement and Development

Our employee engagement efforts include our frequent and transparent “all-hands” meetings and executive communications, through which we aim to keep our employees well-informed and to increase transparency. We believe in continual improvement and use employee feedback to drive and improve processes that support our customers and ensure a deep understanding of our employees’ needs. We plan to conduct annual confidential employee surveys as we believe that ongoing performance feedback encourages greater engagement in our business and improves individual performance. Our employees will participate in a 360-degree evaluation process to identify critical capabilities for development and establish new stretch goals.

Pay Equity

Our employee compensation strategy supports three primary objectives: attract and retain the best team members; reflect and reinforce our most important values; and align team member interests with stockholder interests in building enduring value. We believe people should be paid for what they do and how they do it, regardless of their gender, race or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role and experience, the location of their job, and their performance. We also regularly review our compensation practices, both in terms of our overall workforce and individual employees, to ensure that our pay is fair, equitable and reasonable. 

Total Rewards

As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent. In addition to healthy base wages, additional programs include annual bonus opportunities, healthcare and insurance benefits, paid time off, family leave, family care resources and flexible work schedules.

Health and Safety

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of flexible and convenient health and welfare programs, including benefits that support their physical and mental health by providing tools and resources to help them improve or maintain their health status; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.

An investment in our Common Stock involves significant risks. You should carefully consider the following risks and all other information set forth in this Report before deciding to invest in our Common Stock. If any of the events or developments described below occurs, our business, financial condition and results of operations may suffer. In that case, the value of our Common Stock may decline and you could lose all or part of your investment.

You should consider each of the following risk factors and any other information set forth in this Report and the other reports we file with the SEC, including our financial statements and related notes, in evaluating our business and prospects. The risks and uncertainties described below are not the only ones that impact on our operations and business. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our business or operations. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be harmed. Please also read carefully the section entitled “Cautionary Note About Forward-Looking Statements” at the beginning of this Report.

Risks Relating to Our Company and Our Financial Condition

We have incurred net losses since our inception until 2024 and may continue to experience losses and negative cash flow in the future.

As of July 12, 2024, we had cash (not including restricted cash) of approximately $215,727. We have not been profitable on an annual basis since inception and have previously incurred significant operating losses and negative cash flow from operations. We recorded net losses of $34 million and $87 million for the fiscal years ended March 31, 2024 and 2023, respectively. In fiscal year 2024, our decreased net loss was primarily due to a decreased non-cash net gain of approximately $23 million from the change in the fair value of our preferred stock and warrant derivative liabilities due to the weakness of our stock price, partially offset by the fiscal year 2023 non-cash losses of approximately $55 million and $21 million related to the loss on acquisition of BNC and the change in fair value of the White River Energy Corp. (“WTRV”) investment, respectively. We will likely continue to incur losses and experience negative cash flows from operations for the foreseeable future. If we cannot achieve positive cash flow from operations or net income, it may make it more difficult to raise capital based on our Common Stock on acceptable terms or at all.

Our independent registered public accounting firm has issued a going concern opinion on our consolidated financial statements for the year ended March 31, 2024 as a result of our continued net losses, working capital deficiency, and accumulated deficit.  

The accompanying financial statements for the year ended March 31, 2024 have been prepared assuming we will continue as a going concern, but our ability to continue as a going concern depends on us obtaining adequate capital to fund operating losses until we establish a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity and debt securities. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. If we are not able to obtain the necessary additional financing on a timely basis, we will be required to delay, and curtail the development of our continuing operations, if not cease operations entirely. Continuing as a going concern is dependent upon our ability to successfully secure other sources of financing and the ability to conduct profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Because we will require additional capital and may need or desire to engage in strategic transactions in the future to support the growth of our Metaverse platform, among other projects, and our inability to generate and obtain such capital or to enter into strategic transactions may be constrained due to, among other items, contractual limitations under the Series A, Series B, Series C and Series D preferred stock, our business, operating results, financial condition and prospects could be materially and adversely affected.

On October 30, 2023, the registration statement related to the $100,000,000 equity line of credit purchase agreement (the “ELOC Purchase Agreement”) was declared effective by the SEC. In the fiscal year ended March 31, 2024, we raised $3,006,997 from the sale of our Common Stock related to the ELOC Purchase Agreement. See Note 15 for additional information.

As of the date of this Report, we are exploring additional opportunities to generate capital to continue operating as a going concern but do not have any formal agreements in place.

The certificates of designation of the Series B and Series D preferred stock contain certain provisions that limit our ability to act without the consent of their holder, Ault Alliance, Inc. (“AAI”). This means that AAI could prevent us from entering into a strategic transaction even if we felt it was in the best interest of our company and our shareholders.

Further, if we raise additional funds through future issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity or debt securities we issue could have rights, preferences and privileges superior to those of holders of our Common Stock. 

We have substantial amounts of indebtedness. This indebtedness and the covenants contained in the Loan Agreements substantially limit our financial and operating flexibility. Further, conversions of the Notes will dilute the ownership interest of our existing shareholders.

On April 27, 2023, we entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Investors”) providing for the issuance of (i) Senior Secured Convertible Notes (individually, a “Note” and collectively, the “Notes”) with an aggregate principal face amount of $6,875,000, which Notes are convertible into shares of our Common Stock (the “Conversion Shares”); and (ii) five-year warrants to purchase an aggregate of 2,100,905 shares of Common Stock. The maturity date of the Notes was April 27, 2024. As of March 31, 2024, we had an outstanding balance of $4 million.

Pursuant to the SPA, we and certain of our subsidiaries and Arena Investors, LP, as the collateral agent on behalf of the Investors (the “Agent”) entered into a security agreement (the “Security Agreement”), pursuant to which we (i) pledged the equity interests in our subsidiaries and (ii) granted to the Investors a security interest in, among other items, all of our deposit accounts, securities accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom (the “Assets”). In addition, pursuant to the Security Agreement, the subsidiaries granted to the Investors a security interest in their Assets and, pursuant to subsidiary guarantees, jointly and severally agreed to guarantee and act as surety for our obligation to repay the Notes and other obligations under the SPA, the Notes and Security Agreement (collectively, the “Loan Agreements”).

The Notes were issued with a principal face amount of $6,875,000 and bear no interest (unless an event of default occurs) as they were issued with an original issuance discount of $1,375,000. The maturity date of the Notes was April 27, 2024. The Notes are convertible, subject to certain beneficial ownership limitations, into Conversion Shares at a price per share equal to the lower of (i) $3.273 or (ii) the greater of (A) $0.504 and (B) 85% of the lowest volume weighted average price of our Common Stock during the ten (10) trading days prior to the date of conversion (the “Conversion Price”). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

The Loan Agreements contain standard and customary events of default including, but not limited to, failure to make payments when due under the Notes, failure to comply with certain covenants contained in the Loan Agreements, or our bankruptcy or insolvency. Such agreements contain restrictions that substantially limit our financial flexibility, over and above the negative covenants contained in the certificates of designation of the Series A, Series B, Series C and Series D preferred stock, which themselves are substantial. These agreements place limits on our ability to (i) incur additional indebtedness unless the Agent otherwise agrees, and (ii) grant security to third persons, among many other items. These restrictions limit our ability to finance our future operations and capital needs. In addition, our substantial indebtedness could require us to dedicate a substantial portion of our cash flow, if any, from the anticipated operations to making payments on our indebtedness and other liabilities, which would limit the availability of funds for working capital and other general corporate purposes; limit our flexibility in reacting to changes in the industries in which we operate or in our competitive environment; place us at a competitive disadvantage compared to those of our competitors who have less debt than we do, and limit our ability to borrow additional funds and increase the costs of any such additional borrowings. If we are unable to pay our debts, including the Notes as they become due and payable, we would become insolvent.

The conversion of some or all of the Notes would dilute the ownership interests of our existing shareholders. Any sales in the public market of our Common Stock issuable upon such conversion could adversely affect prevailing market prices of our Common Stock. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes would likely depress the price of our Common Stock.

On October 16, 2023, November 8, 2023 and February 9, 2024, we issued term notes (“Term Notes”) in gross amounts of $210,000, $660,000 and $1,770,000, respectively, to institutional investors and received $2,550,000 in total proceeds. See Note 13 for additional information.

We cannot predict our future results because we have virtually no operating history.

We acquired our Metaverse and conference businesses on March 6, 2023. Additionally, GuyCare was formed in September 2023 and began operations in the fourth fiscal quarter of 2024. askROI, a division of ROII, is a cutting-edge, AI-powered SAAS platform designed to revolutionize the way businesses leverage their data for a competitive advantage. At the core of askROI’s technology is a state-of-the-art LLM, which is exclusively licensed from a third-party provider for use in North America. It is currently in beta testing, focusing on support and commercial applications. Given our highly limited operating history, it is difficult to evaluate our future performance or prospects. You should consider the uncertainties that we may encounter as a company that should still be considered an early-stage company. These uncertainties include:

If we are not able to address successfully some or all of these uncertainties, we may not be able to expand our business, compete effectively or achieve profitability and any such failure would have a material and adverse effect on our business, financial condition, results of operations and future prospects. Should that occur, you could lose the entirety of your investment in our company.

As of March 31, 2024, we had not generated material revenue in our core businesses – BNC, GuyCare, askROI and RiskOn360 conferences, and the inability to generate significant revenue in this nascent business could adversely affect our business, financial condition, results of operations and prospects.

The revenue generated during the fiscal year 2024 was $332,425.

If we are unable to generate significant revenue in the near future then its business model will be impossible to fund through continuing operations, which would require it to raise additional capital to maintain and grow its business and continue operating its business as a going concern. Our BitNile.com contract with MeetKai has many performance obligations that, if breached, could impair our business, financial condition, results of operations and prospects.

Our Common Stock was delisted from trading on Nasdaq and is currently available for quotation on the OTCPK Market, which involves additional risks compared to being listed on a national securities exchange. Our ability to sell equity securities and the liquidity of the Common Stock will be adversely affected if we are unable to transfer our listing to another national securities exchange or, at minimum, a medium that offers greater liquidity than the OTCPK Market.

As previously disclosed, we appealed a prior determination of the Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) to delist the Common Stock to a Hearings Panel (the “Panel”) on February 29, 2024. On April 12, 2024, we received a written notice from the Panel that the Panel had determined to delist the Common Stock from the Nasdaq. The Panel concluded that our multiple violations of the Nasdaq Listing Rule 5640 raised public interest concerns that served as an additional and separate basis for delisting the Common Stock. Finally, the Panel found that we were not in compliance with the minimum $2.5 million stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) and had not demonstrated the ability to regain compliance with that requirement in the near term.

The delisting of the Common Stock from the Nasdaq has materially and adversely impacted us in several ways, including, without limitation, by (i) reducing the liquidity and market price of the Common Stock; (ii) reducing the number of investors willing or able to hold or acquire the Common Stock, which will negatively impact our ability to raise equity financing; (iii) impairing our ability to provide equity incentives to its employees; (iv) impacting the Common Stock as it currently falls within the definition of a “penny stock,” which would cause brokers trading the Common Stock to adhere to more stringent rules; (v) causing analysts to limit or stop coverage of the Common Stock; and (vi) limiting availability of market quotations for the Common Stock.

Although the Common Stock is available for quotation on the OTCPK Market, the delisting of the Common Stock on Nasdaq limits the liquidity of the public trading market for the Common Stock. The lack of an active, liquid trading market for the Common Stock could have material adverse effects on our business, financial condition and future prospects due to, among other things, impairing the ability of holders of the Common Stock to sell their shares at the time they wish to sell them or at a price that they consider reasonable and reducing the trading liquidity and fair market value of the shares of the Common Stock, as well as our ability raise funds through the sale of equity or equity-linked securities that will be required to operate our existing and future businesses.

We have an evolving business model, which increases the complexity of our business.

Our business model has evolved in the past and continues to do so. In prior years we have added additional types of services and product offerings and in some cases, we have modified or discontinued those offerings. We intend to continue to try to offer additional types of products or services, but there can be no assurance that any of them will be successful. From time to time we have also modified aspects of our business model relating to our product mix. There can be no assurance that these or any other modifications will be successful either. The additions and modifications to our business have increased the complexity of our business and placed significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. Future additions to or modifications of our business are likely to have similar effects. Further, any new business or website we launch that is not favorably received by the market could damage our reputation or our brand. The occurrence of any of the foregoing could have a materially adverse effect on our business.

Risks Related to GuyCare

GuyCare’s limited operating history and evolving business model make it difficult to evaluate GuyCare’s future prospects and may increase the risk of your investment.

We launched GuyCare in 2023. As a newly launched entity, GuyCare faces significant challenges in establishing its brand presence, attracting and retaining customers, and achieving profitability in a competitive market. GuyCare’s limited operating history makes it difficult for investors, analysts, and other stakeholders to evaluate our business model, financial performance and future prospects accurately, all the more so as GuyCare is merely one of our subsidiaries. GuyCare may encounter unexpected obstacles, such as market resistance to its offerings, difficulties in scaling its operations, or unforeseen regulatory hurdles, which could hinder its ability to execute its business plan effectively. Additionally, as a new entrant, GuyCare may need to invest heavily in marketing, technology infrastructure, and talent acquisition to gain market share and compete with established players, which could strain its and our financial resources and delay profitability.

GuyCare operates in a highly regulated industry with complex and evolving healthcare laws and regulations, which could adversely affect GuyCare’s business, financial condition, and results of operations.

GuyCare operates in the highly regulated healthcare industry, which is subject to a complex web of laws and regulations at both the state and federal levels. These regulations cover various aspects of GuyCare’s business, including telehealth services, data privacy, healthcare marketing, and the practice of medicine. As a new entrant, GuyCare may face a steep learning curve in ensuring compliance with all applicable regulations, which could divert management’s attention and resources from other critical business functions. Failure to comply with these regulations could result in significant penalties, legal liabilities, and reputational harm. Moreover, the regulatory landscape for telehealth and men’s health is constantly evolving, with new laws, regulations, and enforcement priorities emerging in response to technological advancements and public health concerns. GuyCare must proactively monitor these changes and adapt its business practices accordingly to mitigate compliance risks and maintain its competitive edge. This may require significant investments in legal and compliance resources, which could impact GuyCare’s financial performance.

The rapidly evolving telehealth industry presents unique challenges and risks for GuyCare as a new entrant in the market.

GuyCare’s business model is heavily reliant on telehealth services, which have gained significant traction in recent years due to advancements in technology and as a result of the COVID-19 pandemic. However, the telehealth industry is still relatively new and evolving rapidly, which presents several risks for GuyCare as a new entrant. First, GuyCare may face challenges in ensuring the quality, reliability, and security of its telehealth platform, which could impact customer satisfaction and loyalty. Second, GuyCare may encounter resistance from traditional healthcare providers or regulatory bodies who are skeptical of telehealth’s efficacy or concerned about its potential risks. Third, the telehealth market is becoming increasingly crowded, with numerous players vying for market share and customer attention. GuyCare must differentiate its offerings and value proposition to stand out in this competitive landscape. Finally, the long-term sustainability of telehealth as a primary mode of healthcare delivery is still uncertain, as it may be impacted by factors such as changes in reimbursement policies, technological disruptions, or shifts in consumer preferences. GuyCare must navigate these risks and uncertainties to establish a strong foothold in the telehealth industry and drive long-term growth.

GuyCare’s hybrid business model, which includes brick-and-mortar clinics, exposes GuyCare to additional operational risks and challenges.

While GuyCare will focus primarily on telehealth services, GuyCare’s hybrid model also includes operating brick-and-mortar clinics, which presents a unique set of risks and challenges. As a new entrant, GuyCare may face significant upfront costs in acquiring or leasing clinic space, purchasing equipment and supplies and hiring clinical staff. These investments may strain GuyCare’s and thereby RiskOn’s financial resources and divert management’s attention from other critical business functions. Additionally, operating physical clinics exposes GuyCare to various operational risks, such as property maintenance, staffing challenges, and potential liability for on-site accidents or medical malpractice. GuyCare must also ensure compliance with a wide range of regulations governing the operation of healthcare facilities, including safety standards, accessibility requirements, and waste management protocols. Any lapses in compliance or negative incidents at GuyCare’s clinics could result in legal liabilities, regulatory penalties and reputational harm.

GuyCare faces intense competition from established players in the men’s health market, which could hinder GuyCare’s ability to gain market share and achieve profitability. The men’s health market is becoming increasingly crowded, with numerous established players and new entrants vying for market share.

As a new company in the men’s health market, GuyCare faces intense competition from various sources, including traditional healthcare providers, telehealth platforms, direct-to-consumer health brands, and retail pharmacies. Many of these competitors have significant advantages over GuyCare, such as greater brand recognition, larger customer bases, more extensive provider networks, and vastly greater financial resources. To survive in this competitive landscape, GuyCare must differentiate itself through innovative offerings, personalized customer experiences, and compelling marketing campaigns. GuyCare must also continuously monitor and adapt to changes in competitor strategies, pricing, and market positioning to avoid being outmaneuvered. However, as a new entrant, GuyCare may lack the market intelligence, customer insights, and agility to respond quickly to competitive threats, which could hinder its ability to gain market share and achieve profitability. Additionally, intense competition may lead to price wars, margin erosion, and customer churn, which could further strain GuyCare’s financial performance.

As a healthcare company collecting sensitive customer information, GuyCare faces significant cybersecurity and data privacy risks that could expose GuyCare to legal liabilities, regulatory penalties, and reputational harm.

As a healthcare company that collects, stores, and processes sensitive customer information, including personal health data, GuyCare is a prime target for cybersecurity threats and data breaches. A successful cyber-attack or data breach could result in the unauthorized access, disclosure, or theft of customer data, which could lead to significant legal liability, regulatory penalties and reputational harm. For example, under state and federal consumer privacy laws, such as the California Consumer Privacy Act, companies that collect personal data must provide customers with certain rights and protections, such as the right to access, delete, or opt out of the sale of their data. Violations of these laws could lead to significant penalties and class-action lawsuits. As a new entrant, GuyCare may lack the robust cybersecurity infrastructure and data privacy controls needed to safeguard customer data effectively. GuyCare must invest heavily in building a secure, compliant data management system and training its employees in data privacy best practices. GuyCare must also regularly monitor and adapt to changes in cybersecurity threats and regulatory requirements to stay ahead of potential risks.

GuyCare’s reliance on third-party suppliers, manufacturers, and partners exposes GuyCare to various operational and financial risks.

GuyCare’s business model depends heavily on third-party suppliers, manufacturers, and partners for various aspects of its operations, including pharmaceutical products, medical supplies, technology infrastructure and marketing services. As a new entrant, GuyCare may lack the bargaining power and established relationships needed to secure favorable terms and reliable service from these third parties. Any disruptions or quality issues in GuyCare’s supply chain or partner network could significantly impact GuyCare’s ability to serve its customers and maintain business continuity. For example, if a key supplier experiences production delays or quality control issues, GuyCare may face shortages of critical products or be forced to recall defective items, which could lead to customer dissatisfaction, legal liability and financial losses. Similarly, if a technology partner experiences a service outage or data breach, GuyCare’s telehealth platform may become unavailable or compromised, leading to lost revenue and reputational harm.

As a new business, GuyCare faces significant challenges in developing, protecting, and commercializing its proprietary technology and other intellectual property assets.

GuyCare’s success depends on its ability to develop, protect, and commercialize its proprietary technology, trade secrets, and other intellectual property (“IP”) assets. As a new entrant in the highly competitive men’s health market, GuyCare may face significant challenges in securing and enforcing its IP rights. For example, GuyCare may lack the financial resources and internal legal expertise needed to file and prosecute patent applications effectively, or to defend against IP infringement claims by competitors. Additionally, GuyCare’s IP may be vulnerable to reverse engineering, unauthorized disclosure, or independent development by third parties, particularly if GuyCare fails to implement adequate safeguards and confidentiality agreements. Any loss or compromise of GuyCare’s IP could significantly undermine its competitive position and ability to differentiate itself in the market.

Relying on contracted medical groups or hired doctors in certain states introduces additional legal, operational and quality control risks for GuyCare.

In states where GuyCare cannot directly provide telemedicine services through the use of a nurse practitioner, GuyCare will need to rely on contracted medical groups or hired doctors. These relationships may introduce additional legal, operational, and quality control risks, as GuyCare will have less direct oversight over the care provided to its patients in these states. GuyCare may face increased exposure to malpractice claims or other legal issues arising from the actions of contracted or hired healthcare providers. While these providers should carry their own malpractice insurance, GuyCare could still be named in lawsuits or face reputational harm if the quality of care provided does not meet GuyCare’s standards. Furthermore, GuyCare may have limited ability to enforce its own quality control measures and clinical guidelines when working with external providers. Inconsistencies in the quality of care, adherence to best practices, or bedside manner of contracted or hired providers could undermine GuyCare’s brand reputation and customer loyalty.

GuyCare’s ambitious multi-state expansion plan may face unforeseen challenges, potentially impacting its financial performance and growth prospects.

GuyCare plans to rapidly expand its telemedicine services to all 41 states in which nurse practitioners may provide services, which is anticipated to occur prior to December 31, 2024. The plan is ambitious and may face unforeseen challenges. Delays in obtaining licenses, recruiting providers, or setting up necessary infrastructure could impact GuyCare’s ability to meet its expansion targets and may negatively affect its financial performance and growth prospects.

The loss of key management or healthcare professionals could significantly disrupt GuyCare’s operations and hinder GuyCare’s ability to achieve its growth objectives.

As a new subsidiary, GuyCare’s success is heavily dependent on the skills, experience, and leadership of its key management and healthcare professionals. These individuals play a critical role in setting GuyCare’s strategic direction, building its organizational culture, and executing its business plan. The loss of one or more of its key personnel could significantly disrupt GuyCare’s operations and hinder its ability to achieve its growth objectives.

As a provider of healthcare products and services, GuyCare faces inherent risks related to product liability claims and lawsuits, which could result in significant legal expenses, damages, and reputational harm.

As a provider of healthcare products and services, GuyCare faces inherent risks related to product liability claims and lawsuits. If a customer experiences an adverse event or injury while using one of GuyCare’s products or services, they may take legal action seeking damages from GuyCare. Product liability claims can be costly to defend and settle, even if they are ultimately found to be without merit. Additionally, negative publicity surrounding a product liability lawsuit could significantly damage GuyCare’s brand reputation and customer trust, particularly as a new entrant in the market.

Economic downturns or uncertainties could lead to reduced demand for GuyCare’s products and services, negatively impacting GuyCare’s revenue and growth prospects.

As a new business operating in the discretionary healthcare market, GuyCare is particularly vulnerable to economic downturns and uncertainties. During times of economic stress, consumers may cut back on non-essential health and wellness spending, such as elective procedures, preventive care and premium products. This could lead to reduced demand for GuyCare’s offerings, lower revenue, and increased customer churn. Additionally, economic uncertainties may make it harder for GuyCare to secure funding from investors or lenders, particularly as a new entrant with a limited track record of financial performance. This could hinder GuyCare’s ability to invest in growth initiatives, such as new product development, market expansion, and talent acquisition.

Negative publicity or customer feedback could significantly damage GuyCare’s brand reputation and customer trust, hindering GuyCare’s ability to attract and retain customers.

As a new entrant in the highly competitive men’s health market, GuyCare’s success depends heavily on its ability to build and maintain a strong brand reputation. A positive brand image can help GuyCare attract and retain customers, partners, and employees, as well as differentiate itself from competitors. However, building and maintaining a strong brand is a complex and ongoing process that requires significant investments in marketing, customer experience, and product quality. As a new business, GuyCare may face challenges in establishing brand awareness and credibility, particularly in a market where established players have a strong presence. Additionally, any negative publicity or customer feedback, whether justified or not, can quickly erode brand trust and loyalty.

GuyCare faces significant risks and challenges in executing its marketing and advertising strategy effectively and compliantly in the highly regulated healthcare industry.

As a new entrant in the men’s health market, GuyCare must invest heavily in marketing and advertising to build brand awareness, generate demand, and attract new customers. However, GuyCare faces significant risks and challenges in executing its marketing strategy effectively and compliantly. For example, the healthcare industry is subject to strict regulations around marketing and advertising, particularly with respect to product claims, testimonials, and disclosures. Failure to comply with these regulations could result in legal penalties, reputational harm, and loss of customer trust. Additionally, the digital advertising landscape is becoming increasingly complex and competitive, with numerous players vying for consumer attention and data. This can make it difficult for GuyCare to achieve its desired return on investment and to differentiate itself from competitors.

GuyCare may face intellectual property infringement claims from competitors or other third parties, which could result in costly legal battles and damage to GuyCare’s reputation and financial performance.

As GuyCare develops and commercializes its proprietary products and technologies, it may face the risk of intellectual property infringement claims from competitors, patent trolls, or other third parties. These claims can be costly and time-consuming to defend, even if they are ultimately found to be without merit. In some cases, GuyCare may be forced to pay significant damages or royalties, or to cease using certain technologies or products altogether. Additionally, the publicity surrounding an intellectual property dispute can damage GuyCare’s reputation and customer relationships, particularly as a new entrant in the market.

Any disruptions, outages, or security breaches in GuyCare’s technology infrastructure could significantly impact GuyCare’s ability to deliver its products and services as well as maintain customer trust and loyalty.

GuyCare’s digital-first approach to men’s health relies heavily on its technology infrastructure, including its telehealth platform, mobile apps, and data management systems. Any disruptions, outages, or security breaches in these systems could significantly impact GuyCare’s ability to deliver its products and services, and to maintain customer trust and loyalty. For example, if GuyCare’s telehealth platform experiences a prolonged outage or a data breach, customers may be unable to access care or may have their personal health information compromised. This could result in lost revenue, regulatory penalties, and reputational harm. Additionally, as a new entrant, GuyCare may face challenges in building and maintaining a scalable and resilient technology infrastructure that can keep pace with its growth and evolving customer needs.

Pursuing strategic acquisitions or investments could introduce significant risks and challenges for GuyCare, particularly as a new entrant with limited experience in mergers and acquisitions.

As GuyCare grows and expands its business, it may pursue strategic acquisitions or investments to accelerate its growth, enter new markets, or acquire new capabilities. However, these transactions can also introduce significant risks and challenges, particularly for a new entrant with limited experience in mergers and acquisitions. For example, GuyCare may face difficulties in integrating the acquired company’s technology, products, and personnel into its own operations, leading to culture clashes, redundancies, or loss of key talent. Additionally, the acquisition may not deliver the expected synergies or financial returns, leading to a loss of RiskOn’s shareholder value and confidence.

GuyCare’s dependence on key suppliers and vendors for critical products and services could expose GuyCare to significant operational and financial risks.

GuyCare’s ability to deliver high-quality products and services to its customers depends heavily on its relationships with key suppliers and vendors, such as manufacturers, distributors, and technology providers. However, as a new entrant, GuyCare may have limited bargaining power and may be vulnerable to supply chain disruptions, price increases, or quality issues. Additionally, if GuyCare becomes overly dependent on a single supplier or vendor, it may be exposed to significant risks if that relationship is terminated or becomes strained.

GuyCare’s success depends heavily on its ability to attract, retain, and motivate a skilled and diverse workforce in a highly competitive and regulated industry.

As a new business in a highly regulated and customer-facing industry, GuyCare’s success depends heavily on its ability to attract, retain, and motivate a skilled and diverse workforce. However, GuyCare may face significant challenges in competing for talent, particularly in a tight labor market or in high-cost locations. Additionally, any allegations of discrimination, harassment, or other employment-related issues could expose GuyCare to legal and reputational risks and impact its ability to attract and retain employees.

Expanding into prescription medications and other regulated substances could expose GuyCare to increased regulatory scrutiny, legal liabilities, and reputational risks.

As GuyCare expands its product offerings to include prescription medications and other regulated substances, it may face increased risks and complexities related to pharmaceutical regulations and safety. For example, GuyCare may be subject to strict licensing, manufacturing, labeling, and distribution requirements, as well as ongoing monitoring and reporting obligations. Additionally, any adverse events or safety issues related to GuyCare’s products could expose GuyCare to legal and reputational risks and impact its ability to operate in certain markets.

As a new entrant in the highly regulated and litigious healthcare industry, GuyCare may face a heightened risk of litigation and regulatory investigations related to its products, services, or business practices.

As a new entrant in the highly regulated and litigious healthcare industry, GuyCare may face a heightened risk of litigation and regulatory investigations related to its products, services, or business practices. These legal and regulatory challenges can be costly, time-consuming, and distracting for GuyCare, and may impact its reputation, financial performance, and ability to operate in certain markets. Additionally, GuyCare may be subject to regulatory investigations or enforcement actions related to its compliance with healthcare laws and regulations.

Risks Related to BNC 

The sweepstakes gaming industry is subject to a complex and evolving regulatory landscape, with laws and regulations varying widely across jurisdictions. Failure to comply with state-specific regulations, consumer protection measures, advertising restrictions, and prize fulfillment requirements could result in legal and financial consequences for BNC.

Operating in the sweepstakes gaming industry requires navigating a complex and dynamic regulatory environment. Each jurisdiction has its own set of laws and regulations governing sweepstakes, creating a patchwork of legal requirements that BNC must adhere to. Failure to comply with state-specific regulations could result in legal action by customers or other parties, fines, and penalties. Moreover, BNC must implement robust consumer protection measures to prevent underage participation, promote responsible gaming, and protect user data.

Non-compliance with these measures could lead to legal liability for damages, regulatory sanctions and reputational damage. BNC must also ensure that its advertising and marketing practices align with each jurisdiction’s guidelines to avoid misleading consumers or promoting excessive gambling behavior. Any breach of these regulations could result in legal consequences and damage to BNC’s brand. Additionally, BNC must follow strict rules regarding prize fulfillment, ensuring fairness and transparency for players. Failure to meet these requirements could lead to regulatory action and erosion of player trust.

BNC’s success depends on maintaining player trust in the fairness and integrity of its sweepstakes games. Any negative publicity, fraud, or misconduct could severely damage the company’s reputation and lead to a decline in user engagement and revenue.

Trust is a cornerstone of the sweepstakes gaming industry, and BNC’s success hinges on maintaining player confidence in the fairness and integrity of its games. Players must believe that they have a genuine chance of winning and that the outcomes are determined by random chance, not manipulation. Any instances of fraud, rigged games, or misconduct, whether actual or perceived, could severely damage BNC’s reputation. Negative publicity stemming from such incidents could spread rapidly through social media and online forums, eroding player trust and leading to a significant decline in user engagement. If players lose faith in BNC’s games, they may abandon the platform, resulting in a substantial loss of revenue.

BNC operates in a highly competitive market, facing competition from established and emerging sweepstakes casino platforms, traditional brick-and-mortar casinos, and potentially, traditional online casinos where legal. Failure to differentiate and innovate could result in a loss of market share and reduced growth.

The sweepstakes gaming industry is characterized by intense competition, with numerous players vying for market share. BNC faces direct competition from other established and emerging sweepstakes casino platforms that offer similar games and features. These competitors may have larger user bases, greater brand recognition, and more substantial financial resources, allowing them to invest heavily in marketing and product development. Additionally, BNC competes with traditional brick-and-mortar casinos, which offer a unique social experience and the opportunity to win real money. In jurisdictions where online gambling is legal, BNC may also face indirect competition from traditional online casinos that provide a wider variety of games and betting options.

To remain competitive, BNC must continuously differentiate itself through unique game offerings, superior user experience, and innovative features. Failure to do so could result in a loss of market share to competitors and hinder the company’s growth prospects.

The sweepstakes gaming industry may be vulnerable to fraud and money laundering activities. Failure to implement effective anti-fraud and anti-money laundering measures could expose BNC to legal and financial risks.

The sweepstakes gaming industry, like other forms of online gaming, is susceptible to fraud and money laundering activities. Criminals may attempt to exploit BNC’s platform to engage in fraudulent activities, such as using stolen credit cards, creating fake accounts, or manipulating game outcomes. Money launderers may also try to use BNC’s platform to disguise the origin of illicit funds by converting them into virtual currencies or prizes. If BNC fails to detect and prevent these activities, it could face serious legal and financial consequences. Regulators may impose hefty fines or revoke BNC’s operating licenses for non-compliance with anti-fraud and anti-money laundering (AML) regulations. BNC’s banking relationships and payment processing capabilities may also be jeopardized if it is perceived as a high-risk business.

As an online platform, BNC is exposed to cybersecurity threats, such as hacking attempts, malware, and data breaches. Failure to protect sensitive user information and maintain robust cybersecurity measures could result in reputational damage, legal liabilities, and financial losses.

Cybersecurity is a critical concern for online gaming platforms like BNC, as they handle sensitive user information, including personal details and financial transactions. The platform is exposed to various cyber threats, such as hacking attempts, malware infections, and data breaches. If BNC fails to implement adequate cybersecurity measures, it could result in unauthorized access to user accounts, theft of personal information, or manipulation of game outcomes. Such incidents could severely damage BNC’s reputation, eroding player trust and leading to a mass exodus of users. Moreover, data breaches could expose BNC to legal liability, including damages awarded as a result of successful lawsuits from affected users and penalties from regulatory authorities.

The financial impact of a cybersecurity incident could be substantial, including costs associated with investigation, remediation, legal fees, and compensation to affected parties. To mitigate these risks, BNC must prioritize cybersecurity and invest in state-of-the-art security technologies, regular security audits, and employee training on data protection best practices. Compliance with relevant data protection regulations, such as GDPR and California Consumer Privacy Act (“CCPA”), is also crucial to avoid legal repercussions.

BNC may be subject to litigation, including claims related to user disputes, intellectual property infringement, or regulatory violations. Adverse outcomes in legal proceedings could result in financial losses and reputational damage.

As BNC grows and expands its operations, it becomes increasingly exposed to legal risks and potential litigation. Disputes with users, such as those related to game fairness, prize payouts, or account suspensions, could escalate into legal claims against the company. Intellectual property infringement allegations, whether meritorious or not, could lead to costly and time-consuming legal battles. Competitors may also initiate legal proceedings to challenge BNC’s business practices or allege unfair competition.

Furthermore, regulatory violations, such as non-compliance with sweepstakes laws or data protection regulations, could result in enforcement actions and legal consequences. Adverse outcomes in legal proceedings could have significant financial implications for BNC, including damages, settlements, and legal fees. Even if BNC ultimately prevails in a legal dispute, the process of defending against claims can be a significant drain on the company’s resources and management attention.

Moreover, negative publicity surrounding legal battles could harm BNC’s reputation and erode player trust, even if the company is not found liable. To mitigate these risks, BNC must prioritize legal compliance and maintain a strong legal defense strategy. This includes having well-drafted terms of service and user agreements, properly documenting intellectual property ownership, and ensuring strict adherence to regulatory requirements.

While sweepstakes are primarily regulated at the state level, there is a risk of increased federal scrutiny or regulation in the future, which could impact BNC’s operations and growth.

Currently, sweepstakes gaming is primarily regulated at the state level, with each jurisdiction having its own set of laws and regulations. However, there is a risk that the federal government may increase its scrutiny or introduce new regulations for the sweepstakes gaming industry in the future. This could be driven by concerns over consumer protection, problem gambling, or the need for a more unified regulatory framework. Increased federal oversight could result in stricter compliance requirements, limitations on game offerings, or changes to the sweepstakes model itself. Such regulatory changes could significantly impact BNC’s operations, increasing compliance costs and potentially limiting its ability to operate in certain jurisdictions.

Moreover, federal regulations could introduce additional barriers to entry, slowing down BNC’s expansion plans and hampering its growth prospects. BNC must closely monitor any developments in federal oversight and proactively adapt its business strategies to ensure compliance.

BNC’s reliance on a third-party developer for its platform creates risks related to the quality, reliability, and security of the platform. Any issues or delays in the development process, or any breaches or vulnerabilities in the platform’s code, could negatively impact BNC’s operations and reputation.

BNC’s decision to outsource the development of its gaming platform to a third-party developer introduces additional risks and dependencies. The success and reliability of BNC’s platform heavily depend on the expertise, performance, and integrity of the chosen developer. If the developer fails to deliver a high-quality, secure, and scalable platform within the agreed-upon timeframe and budget, it would materially and adversely impact BNC’s launch plans and market competitiveness. Delays in the development process, whether due to technical challenges, resource constraints, or communication issues, could push back BNC’s go-to-market timeline and result in missed opportunities or increased costs. Moreover, if the developer’s code contains bugs, vulnerabilities, or performance issues, it could compromise the user experience, expose BNC to security breaches, and damage the company’s reputation. Additionally, any misalignment in vision, expectations, or work ethic between BNC and the developer could lead to project roadblocks and suboptimal outcomes.

Regulatory changes in BNC’s key markets, such as the introduction of new laws, regulations, or licensing requirements, could significantly impact the company’s operations, growth, and profitability.

The regulatory landscape for the sweepstakes gaming industry is constantly evolving, and BNC’s success depends on its ability to navigate and adapt to these changes. In BNC’s key markets, the introduction of new laws, regulations, or licensing requirements could have a profound impact on the company’s operations and growth prospects. For example, if a jurisdiction decides to ban or severely restrict sweepstakes gaming, BNC may be forced to shut down its operations in that market, losing a significant source of revenue. Similarly, if a jurisdiction introduces more stringent licensing requirements or increases the cost of compliance, it could create barriers to entry or expansion, limiting BNC’s growth opportunities. Regulatory changes may also impose new operational burdens, such as additional reporting requirements, player protection measures, or advertising restrictions, which could increase BNC’s compliance costs and reduce its profitability.

Integration challenges with third-party game providers: Integrating games from multiple third-party providers into BNC’s platform may lead to technical complexities, compatibility issues, and inconsistencies in user experience. Ensuring smooth integration and seamless gameplay across different providers’ games is crucial for player satisfaction and retention.

BNC’s strategy to integrate games from various third-party providers into its platform presents both opportunities and challenges. While this approach allows BNC to quickly expand its game library and offer a diverse selection of content to players, it also introduces technical complexities and potential compatibility issues. Each game provider may have its own development standards, game engines, and application programming interfaces (“APIs”), which can make integrating their games into BNC’s platform a complex and time-consuming process. Ensuring that all the games function smoothly, load quickly, and provide a consistent user experience across different devices and browsers is a significant technical challenge. Any glitches, lags, or disparities in gameplay quality across different providers’ games could frustrate players and lead to disengagement or churn. Moreover, managing and maintaining the integration of multiple game providers requires ongoing technical support and resources, which can strain BNC’s development team and increase operational costs. There is also a risk that any updates, changes, or technical issues experienced by the third-party game providers could inadvertently impact the stability and performance of BNC’s platform.

Economic downturns or recessions could lead to reduced consumer spending on entertainment and gaming, negatively impacting BNC’s revenue and growth.

BNC’s financial performance is closely tied to the overall health of the economy and consumer spending patterns. During times of economic uncertainty, such as recessions or market downturns, consumers may reduce their discretionary spending on entertainment and gaming. As sweepstakes gaming is a form of discretionary spending, BNC’s revenue growth could be adversely affected by economic slowdowns. Players may become more cautious with their money, spending less on in-game purchases or participating less frequently in sweepstakes contests. Additionally, advertisers may cut back on their marketing budgets during economic downturns, reducing BNC’s advertising revenue. If BNC experiences a significant decline in revenue due to economic factors, it may be forced to scale back its operations, delay expansion plans, or reduce its workforce, all of which could hinder its long-term growth prospects.

BNC’s platform relies heavily on technology, including servers, software, and internet connectivity. Any significant disruptions, outages, or performance issues could negatively impact user experience and lead to a loss of players.

As an online gaming platform, BNC’s success is dependent on the smooth functioning of its technology infrastructure. Players expect a seamless, uninterrupted gaming experience, and any significant disruptions or outages could severely impact user satisfaction. Server downtime, software glitches, or slow performance could frustrate players, leading them to abandon the platform in favor of competitors. Additionally, if BNC’s games are unavailable or inaccessible for extended periods, it could result in a loss of revenue and damage to the company’s reputation. To mitigate these risks, BNC must invest in robust, scalable technology infrastructure, including reliable servers, efficient software, and redundant systems to ensure high availability. Regular maintenance, performance monitoring, and prompt incident response are critical to minimizing the impact of any technical issues. Moreover, BNC must have contingency plans in place to handle unexpected spikes in traffic or cyber threats that could compromise the Platform’s stability.

BNC’s growth relies on effective marketing campaigns and user acquisition strategies. Failure to attract and retain players cost-effectively could limit the company’s growth and profitability.

In the competitive sweepstakes gaming industry, effective marketing and user acquisition are critical drivers of growth. BNC must continuously attract new players to its platform and retain existing ones to maintain a healthy player base and generate revenue. However, user acquisition can be costly, and BNC must carefully balance its marketing expenses with the lifetime value of acquired players. If BNC’s marketing campaigns fail to deliver the desired results or if the cost of acquiring new players exceeds their long-term value, it could drain the company’s financial resources and hinder its profitability. Moreover, with the increasing saturation of the online gaming market, user acquisition may become more challenging and expensive over time.

The gaming and entertainment industry is characterized by rapidly changing consumer preferences and trends. Failure to anticipate and adapt to these changes could result in a decline in user engagement and revenue.

In the fast-paced world of gaming and entertainment, consumer preferences and trends can shift rapidly. What is popular today may not be tomorrow, and new gaming genres, features, and technologies can emerge unexpectedly. To remain competitive, BNC must stay attuned to these changes and quickly adapt its offerings to meet evolving player demands. If BNC fails to anticipate or respond to changing consumer preferences, it risks losing its player base to competitors who are more in tune with market trends. For example, if BNC’s games become stale or outdated compared to newer, more innovative offerings, players may lose interest and seek entertainment elsewhere. Similarly, if BNC misses out on emerging trends, such as the integration of social features or the adoption of new technologies like VR, it could fall behind competitors who capitalize on these opportunities.

BNC’s reliance on partnerships with third-party game developers may expose the company to risks associated with the quality, performance, and availability of these games, which could negatively impact user experience and engagement.

BNC’s success depends on offering a diverse selection of high-quality games to its users. By partnering with third-party game developers, BNC can quickly expand its game library and cater to various player preferences. However, this reliance on external developers also exposes the company to risks. If the quality of these third-party games fails to meet player expectations due to poor design, bugs, or lack of innovation, it could lead to user dissatisfaction and decreased engagement. Moreover, if third-party developers fail to deliver games on time or encounter issues with game performance and availability, it could result in a suboptimal user experience and damage BNC’s reputation. Additionally, any negative publicity or controversies associated with BNC’s third-party game developers could indirectly impact the company’s brand image.

BNC’s success will in part depend on the continued service and performance of its key employees, including executives, developers, and creative talent. The loss of key personnel or failure to attract and retain skilled employees would adversely affect the company’s operations and growth.

BNC’s ability to innovate, develop engaging games, and execute its business strategy relies heavily on the expertise and dedication of its key employees. The company’s executives, developers, and creative talent possess invaluable knowledge and skills that are critical to BNC’s success. If key personnel were to leave the company, such losses would create significant gaps in expertise and leadership, hindering BNC’s ability to operate effectively and compete in the market.

Moreover, the loss of top talent could delay game development, inhibit the implementation of new features, and impede if not halt the company’s growth trajectory. To mitigate this risk, BNC must focus on retaining its key employees through competitive compensation packages, employee recognition programs, and fostering a positive work culture. Succession planning for critical roles is also essential to ensure continuity of operations.

Additionally, BNC must continuously attract and recruit skilled professionals to support its growth and maintain a pipeline of talent. Failure to do so could limit BNC’s ability to innovate and adapt to the evolving sweepstakes gaming landscape.

BNC’s use of in-game virtual currencies (Nile Tokens and Nile Sweeps Coins) may be subject to regulatory scrutiny and potential for abuse, such as money laundering or unauthorized trading.

BNC’s sweepstakes gaming platform utilizes in-game virtual currencies, namely Nile Tokens and Nile Sweeps Coins, to facilitate gameplay and reward players. While these virtual currencies are intended to provide a seamless and engaging user experience, they also introduce certain risks and challenges. Although Nile Tokens and Nile Sweeps Coins are not cryptocurrencies and do not have fluctuating values or an external market for trading, regulators may still view these virtual currencies as a form of digital asset, subjecting BNC to additional regulatory requirements and scrutiny. This could include compliance with anti-money laundering and know-your-customer regulations, as well as potential licensing or registration requirements. Failure to comply with these regulations could result in legal penalties, operational disruptions, and reputational damage for BNC.

Moreover, the use of virtual currencies creates risks for BNC, such as the need to manage and safeguard large volumes of digital assets. If BNC’s virtual currency management systems are breached or compromised, it could lead to significant financial losses and erosion of player trust. There is also a risk that malicious actors may attempt to exploit BNC’s virtual currency system for illegal or otherwise illegitimate purposes, such as money laundering or unauthorized trading. This could involve players or third parties using BNC’s platform to convert illicit funds into virtual currencies and then back into real money.

BNC relies on third-party payment processors to handle player transactions and prize payouts. Any disruptions or issues with these partners could negatively impact players’ experience and the company’s financial operations.

To facilitate smooth financial transactions, BNC partners with third-party payment processors. These processors handle player deposits, withdrawals, and prize payouts, ensuring that funds are transferred securely and efficiently. However, relying on these external partners also exposes BNC to certain risks. If a payment processor experiences technical issues, such as system outages or payment delays, it could significantly impact player experience. Players may become frustrated if they are unable to deposit funds or withdraw their winnings in a timely manner, leading to a loss of trust and potential player churn. Moreover, if a payment processor fails to release funds to BNC as scheduled, it could disrupt the company’s cash flow and financial operations. BNC may also face liability if a payment processor mishandles player funds or engages in fraudulent activities.

The sweepstakes gaming industry may experience consolidation, with larger players acquiring smaller competitors. Failure to adapt to changing industry dynamics or compete with larger consolidated entities could negatively impact BNC’s market position and growth prospects.

As the sweepstakes gaming industry matures, it may undergo consolidation, with larger, well-capitalized players acquiring smaller competitors to gain market share, expand their offerings, and achieve economies of scale. This consolidation could reshape the competitive landscape and create new challenges for BNC. Larger consolidated entities may have greater financial resources to invest in game development, marketing, and user acquisition, putting pressure on BNC to keep pace. They may also leverage their scale to negotiate more favorable deals with partners, suppliers, and advertisers, potentially squeezing BNC’s margins.

If BNC fails to adapt to these changing industry dynamics or differentiate itself from larger competitors, it risks losing market share and growth opportunities.

BNC may face challenges in protecting its intellectual property rights, such as trademarks, copyrights, and patents. Infringement by competitors or failure to secure and enforce intellectual property rights could harm the company’s competitive position.

Intellectual property (IP) is a valuable asset for BNC, as it includes the company’s proprietary game designs, software, and brand elements. Protecting these IP rights is crucial to maintaining BNC’s competitive edge and preventing others from copying or exploiting its innovations. However, the digital nature of the sweepstakes gaming industry makes it challenging to detect and prevent IP infringement. Competitors may attempt to clone BNC’s games, reproduce its game mechanics, or use similar branding elements, diluting BNC’s brand identity and market share. If BNC fails to secure and enforce its IP rights through trademarks, copyrights, and patents, it could lose its competitive advantage and face increased competition from imitators. Moreover, if BNC unknowingly infringes upon the IP rights of others, it could face legal action and financial penalties.

As BNC expands its mobile presence, it may become increasingly dependent on mobile operating systems, app marketplaces, and the policies of mobile device manufacturers. Changes in these platforms or policies could adversely affect the distribution, accessibility, and monetization of BNC’s mobile applications.

With the growing popularity of mobile gaming, BNC may focus on expanding its presence in the mobile market. However, this expansion comes with its own set of risks. BNC’s mobile applications will be subject to the policies and guidelines of mobile operating systems, such as iOS and Android, as well as app marketplaces like the App Store and Google Play. These platforms have the power to control the distribution, visibility, and monetization of mobile apps. Any changes in their policies or algorithms could significantly impact BNC’s ability to reach and engage with mobile users. For example, if an app marketplace decides to prioritize other gaming apps or implements stricter approval processes, BNC’s apps may become less discoverable or face delays in reaching users. Moreover, mobile device manufacturers may introduce new hardware or software features that are incompatible with BNC’s apps, requiring significant development efforts to adapt.

BNC may rely on data analytics to improve its platform, personalize user experiences, and inform business decisions. However, the collection and use of user data may raise privacy concerns and be subject to evolving data protection regulations, such as the GDPR and the CCPA.

Data analytics play a crucial role in the gaming industry, enabling companies like BNC to gain insights into player behavior, preferences, and engagement patterns. These insights can be used to optimize game design, personalize player experiences, and make data-driven business decisions. However, the collection and use of user data also raise important privacy concerns and are subject to evolving data protection regulations worldwide. Regulations such as the GDPR in the European Union and the CCPA in the United States impose strict requirements on how companies collect, process, and protect user data. Failure to comply with these regulations could result in significant fines, legal liabilities, and reputational damage for BNC. Moreover, players are becoming increasingly aware and concerned about how their personal data is being used by gaming companies. If BNC is perceived as mishandling user data or violating privacy rights, it could erode player trust and lead to a loss of business.

The gaming industry, including sweepstakes gaming, may be subject to negative public perception and social stigma. BNC may face reputational risks if it is associated with problem gambling, underage gaming, or other social issues related to the industry.

The gaming industry, particularly segments that involve real money or prize-based gameplay, has long been associated with negative social perceptions and stigmas. Critics argue that gaming can lead to problem gambling, addiction, financial hardship, and other social ills. Sweepstakes gaming, while legally distinct from traditional gambling, may still be viewed by some as a form of gambling or a gateway to more harmful behaviors.

If BNC is perceived as contributing to or exacerbating these social issues, it could face significant reputational risks and backlash from the public, media, and policymakers. Negative media coverage or social media campaigns linking BNC to problem gambling, underage gaming, or other social harms could erode player trust, deter potential partners and investors, and damage the company’s brand image. This reputational damage could also invite increased regulatory scrutiny and calls for stricter controls or even prohibitions on sweepstakes gaming.

Sweepstakes gaming, like other forms of gambling, may be associated with negative social impacts, such as addiction and financial hardship for some players. BNC may face public scrutiny or regulatory pressure to address these concerns.

While sweepstakes gaming is legally distinct from traditional gambling, it still involves elements of chance and the potential for players to win or lose money. As such, it may be associated with some of the negative social impacts commonly attributed to gambling, such as addiction and financial hardship. Some players may develop problematic gaming behaviors, spending excessive amounts of time and money on the platform, which can lead to personal and financial difficulties. If these issues become more prevalent or gain public attention, BNC may face increased scrutiny from media, advocacy groups, and regulators. There may be calls for BNC to implement stronger responsible gaming measures, such as self-exclusion tools, spending limits, and addiction resources. Failure to address these concerns proactively could lead to reputational damage, regulatory sanctions, and a loss of player trust.

Emerging technologies, such as blockchain and cryptocurrency, may disrupt traditional sweepstakes gaming models and create new competitive threats for BNC.

The gaming industry is constantly evolving, and emerging technologies have the potential to disrupt traditional business models and create new competitive landscapes. In recent years, blockchain technology and cryptocurrencies have gained significant attention for their potential applications in gaming, such as decentralized game asset ownership, secure in-game transactions, and new monetization models. If these technologies gain widespread adoption, they could fundamentally change the way sweepstakes gaming platforms like BNC operate.

Decentralized gaming platforms built on blockchain could offer players greater transparency, security, and control over their in-game assets and rewards. This could potentially erode BNC’s value proposition and market share if players perceive these decentralized alternatives as more attractive or trustworthy. Moreover, the use of cryptocurrencies for in-game transactions and prize payouts could introduce new regulatory challenges and financial risks for BNC, such as volatility in cryptocurrency values and compliance with anti-money laundering regulations.

The gaming industry is characterized by rapid technological advancements. Failure to keep pace with new technologies, such as VR and AR, could render BNC’s platform and games obsolete.

Technology is a key driver of innovation and differentiation in the gaming industry. New technologies, such as VR and AR, are reshaping the way games are designed, developed, and experienced by players. If BNC fails to stay abreast of these technological advancements and incorporate them into its platform and games, it risks falling behind competitors and losing its technological edge. Players may gravitate towards gaming platforms that offer more immersive and cutting-edge experiences, leaving BNC’s offerings looking outdated and unappealing. Moreover, failure to adopt new technologies could limit BNC’s ability to create new types of games and experiences, hindering its innovation pipeline and growth potential.

If BNC relies on advertising as a significant revenue stream, it may be vulnerable to changes in advertiser preferences, ad-blocking technologies, and shifts in advertising market dynamics.

Advertising is a common monetization strategy for gaming platforms, and BNC may rely on advertising revenue to support its operations and growth. However, this reliance on advertising also exposes BNC to certain risks. Advertiser preferences and spending patterns can shift rapidly based on factors such as economic conditions, changes in consumer behavior, or the emergence of new advertising platforms. If advertisers reduce their spending on BNC’s platform or migrate to other channels, it could significantly impact BNC’s revenue and profitability. Additionally, the increasing prevalence of ad-blocking technologies, such as browser extensions and built-in ad blockers, could limit the reach and effectiveness of BNC’s advertising.

If a significant portion of BNC’s player base uses ad-blocking tools, it could reduce the company’s advertising inventory and revenue potential. Moreover, the digital advertising market is highly competitive, with numerous gaming platforms, websites, and social media networks vying for advertiser dollars. Changes in market dynamics, such as the emergence of new competitors or the consolidation of ad tech providers, could alter the supply and demand balance and put pressure on BNC’s advertising rates.

The gaming industry is highly competitive, and BNC may face challenges in attracting and retaining top talent, including developers, designers, and creative professionals. Failure to build and maintain a skilled workforce could hinder the company’s innovation and growth.

BNC’s success in the sweepstakes gaming industry depends on its ability to attract, develop, and retain a talented and skilled workforce. Game developers, designers, and creative professionals are in high demand, and BNC must compete with other gaming companies, tech giants, and startups for this limited talent pool. If BNC fails to offer competitive compensation packages, attractive work environments, and compelling projects, it may struggle to recruit and retain top talent. This could lead to a shortage of skilled personnel, hindering BNC’s ability to develop new games, innovate on its platform, and scale its operations. Moreover, the loss of key employees, such as lead developers or creative directors, could disrupt ongoing projects and delay the launch of new offerings.

BNC may rely on cloud computing infrastructure and other third-party services to host and deliver its platform and games. Any disruptions or issues with these services could adversely impact the availability and performance of BNC’s offerings.

To efficiently scale its operations and reach a global player base, BNC may leverage cloud computing infrastructure and other third-party services for hosting, game delivery, and backend operations. While these services offer numerous benefits, such as flexibility, scalability, and cost-effectiveness, they also introduce certain risks. If BNC’s cloud service provider experiences technical issues, such as server outages, network disruptions, or performance degradation, it could directly and adversely impact the availability and performance of BNC’s platform and games. Players may be unable to access the platform, experience lag or disconnections, or encounter other technical problems, leading to frustration and potential churn. Additionally, if a third-party service provider suffers a data breach or security incident, it could compromise BNC’s player data and intellectual property, leading to legal liabilities and reputational damage. Overreliance on a single cloud provider or third-party service could also leave BNC vulnerable to vendor lock-in and price increases.

If BNC allows users to create and share content within its platform, it may be exposed to risks related to inappropriate, offensive, or infringing content, which could lead to legal liabilities and reputational damage.

User-generated content can be a powerful engagement tool for gaming platforms, allowing players to express their creativity, share experiences, and build communities. However, if BNC implements features that allow users to create and share content within its platform, it opens itself up to certain risks. Players may create or share content that is inappropriate, offensive, or violates the intellectual property rights of others. This could include hate speech, graphic violence, sexual content, or copyrighted material used without permission. If BNC fails to properly moderate and remove such content, it could face legal liabilities, such as lawsuits from affected parties or penalties from regulators. Moreover, the presence of offensive or inappropriate content on BNC’s platform could damage its reputation and deter players and partners from engaging with the platform.

Reliance on professional management company: BNC’s engagement of a professional management company for industry expertise and guidance creates a dependence on their knowledge, strategies, and execution. Any shortcomings or misalignments in the management company’s approach could impact BNC’s decision-making, operations, and overall success.

To navigate the complexities of the sweepstakes gaming industry and make informed strategic decisions, BNC has chosen to engage a professional management company with relevant industry expertise. While this collaboration can provide valuable insights, guidance, and operational support, it also creates a certain level of dependence on the management company’s knowledge, strategies, and execution capabilities. If the management company fails to provide accurate, up-to-date, or comprehensive industry information, it could lead BNC to make suboptimal decisions based on incomplete or misleading data. Moreover, if the management company’s strategic recommendations or execution plans are flawed, misaligned with BNC’s goals, or fail to adapt to changing market conditions, it could steer BNC in the wrong direction and hinder its growth and competitiveness. There is also a risk that BNC may become overly reliant on the management company’s expertise and lose the ability to develop its own internal knowledge and decision-making capabilities. This could leave BNC vulnerable if the management company’s performance declines, if key personnel leave, or if the relationship between BNC and the management company deteriorates.

As BNC expands into international markets, it may become exposed to foreign currency exchange rate fluctuations, which could impact its financial performance and cash flows.

International expansion is an attractive growth opportunity for BNC, as it allows the company to tap into new player bases and diversify its revenue streams. However, operating in multiple countries also exposes BNC to foreign currency exchange rate fluctuations. As BNC earns revenue and incurs expenses in various currencies, changes in exchange rates can significantly impact its financial results. For example, if the value of a foreign currency in which BNC generates substantial revenue depreciates against BNC’s home currency, it could lead to lower reported earnings and reduced profitability. Conversely, if the value of a foreign currency in which BNC has significant expenses appreciates, it could increase the company’s costs and erode its margins.

As BNC expands into new international markets, it may face challenges related to cultural differences, localization, regulatory compliance, and competition from local players.

International expansion is a significant growth opportunity for BNC, but it also comes with a unique set of challenges. Cultural differences can impact player preferences, communication styles, and social norms, requiring BNC to adapt its games and marketing strategies to resonate with local audiences. Localization efforts, such as translating game content, user interfaces, and customer support materials, can be time-consuming and costly.

Failure to properly localize BNC’s offerings could result in a suboptimal player experience and limited adoption in new markets. Additionally, each international market may have its own regulatory framework governing sweepstakes gaming, requiring BNC to navigate a complex web of compliance requirements. Non-compliance with local laws and regulations could lead to legal penalties, operational disruptions, and reputational damage. Moreover, BNC may face intense competition from established local players who have a deeper understanding of the market, stronger brand recognition, and existing player bases. These local competitors may also have better relationships with regulators and local partners, putting BNC at a disadvantage.

Risks related to RiskOn360

Our dependence on key speakers and attendees may adversely affect our conference’s impact and overall success.

The success of RiskOn360’s annual conference heavily relies on the participation of high-profile speakers and the attendance of key industry professionals. If RiskOn360 fails to secure the involvement of influential speakers or experiences a significant decline in attendee numbers, the conference’s impact and overall success may be adversely affected, potentially harming RiskOn360’s reputation and financial performance.

Prevailing economic and market conditions may influence the demand for our conferences and speaking engagements.

The demand for business conferences and speaking engagements may be influenced by prevailing economic and market conditions. In times of economic uncertainty or downturn, companies and individuals may be less willing to invest in attending conferences or hiring speakers, which could result in reduced revenue for RiskOn360 and negatively impact its ability to organize successful events.

RiskOn360 operates in a competitive landscape, and its market share and revenue may be adversely affected by other conferences and events.

RiskOn360 operates in a competitive landscape, with numerous companies organizing similar business conferences and events. If competitors are able to attract a larger audience, secure more prominent speakers, or offer more compelling content, RiskOn360’s market share and revenue may be adversely affected, potentially impacting the subsidiary’s long-term growth and profitability.

Logistic and operational challenges in organizing large-scale conferences may lead to attendee dissatisfaction, reputational harm, and financial losses.

Organizing large-scale conferences involves significant logistical and operational challenges, such as venue selection, event management, and technology integration. Any disruptions, delays, or failures in the planning and execution of the annual conference could lead to attendee dissatisfaction, reputational harm, and financial losses for RiskOn 60 and, by extension, RiskOn itself.

The actions and content presented at our conferences and speaking engagements may impact the reputation of RiskOn360’s parent company, RiskOn.

As a subsidiary of ROI, RiskOn360’s actions and the content presented at its conferences and speaking engagements have the potential to impact the reputation of the parent company. If speakers or attendees engage in misconduct, express controversial opinions, or if the conference content fails to meet attendees’ expectations, it could lead to negative publicity and reputational harm for both RiskOn360 and ROI, potentially affecting their ability to attract future speakers, attendees, and clients.

Risks related to askROI

General Risks

Our pre-revenue status and evolving business model make it difficult to evaluate our future prospects and may increase the risk of your investment.

askROI, a product of ROII, is still in the pre-launch phase with plans for a limited Minimum Viable Product (“MVP”) release in July 2024. As a pre-revenue product in the rapidly evolving AI-powered data analytics market, our ability to forecast our future results of operations is extremely limited and subject to a high degree of uncertainty. We have no historical financial data on which to base projections, and our business model is still evolving as we prepare for our initial market entry.

The risks and uncertainties we face include uncertain market reception, potential delays in our planned release, scaling challenges, competitive pressures, regulatory hurdles, and rapid technological shifts that could potentially make aspects of our planned offering obsolete before launch. If our assumptions regarding these risks and uncertainties are incorrect, or if we fail to address these challenges successfully, our eventual operating and financial results could differ materially from our expectations, and our business would suffer.

Our lack of operating history makes it exceptionally difficult for investors, analysts, and other stakeholders to evaluate our business model, potential financial performance, and future prospects. Post-launch, we expect to face additional challenges typical of growing companies in rapidly changing industries. Our ability to generate revenue and achieve profitability will depend on our ability to successfully launch, scale, and continuously improve our product in a competitive and fast-evolving market.

As, ultimately, a product of a public company, any setbacks or delays in our launch plans could potentially impact the company’s stock price and market perception. Investors should carefully consider these risks when evaluating ROII’s overall business and growth strategy.

If we fail to innovate in response to changing customer needs and new technologies, our business, financial condition, and results of operations could be adversely affected.

The AI and data analytics market is characterized by rapid technological change, frequent new product introductions, and evolving industry standards. Our ability to attract new customers, retain existing customers, and increase customer adoption depends on our ability to enhance our existing platform and introduce new features and functionality. To remain competitive, we must continuously:

However, we face several challenges in maintaining what we believe to be our innovative edge:

If we are unable to enhance our platform to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely, our business, financial condition, and results of operations could be adversely affected. We may incur significant costs in our attempts to enhance our products and develop new offerings, and we may not realize returns on these investments.

As a product of a public company, our ability to innovate and stay competitive directly impacts our company’s market position and stock performance. Failure to maintain technological leadership could result in loss of market share, decreased revenue, and potential write-downs of investments in research and development, all of which could negatively affect our company’s financial results and investor confidence.

Business-related and Operational Risks

Our reliance on a licensed LLM from a third-party provider exposes us to significant risks that could materially and adversely affect our business, financial condition and results of operations.

The core of askROI’s technology is a licensed LLM from MeetKai. This reliance on a third party’s technology for a critical component of our platform exposes us to several risks. These include the possibility of termination or unfavorable alteration of the licensing agreement, which could potentially compromise our entire product offering. We may be forced to suspend our services, significantly alter our technology stack, or even cease operations entirely.

The quality and competitiveness of the LLM is also crucial. If the LLM provider fails to maintain the quality and competitiveness of their technology, it would materially and adversely effect the performance of our platform, potentially leading to customer dissatisfaction, loss of business, and damage to our reputation. We may also face limitations in customizing or optimizing the LLM for our specific needs, potentially limiting our ability to differentiate our offering in the market.

Financial risks are also significant. The LLM provider may increase licensing fees, which could materially and adversely affect our profit margins. If we are unable to pass these increased costs onto our customers, it could materially and adversely impact our financial performance.

Security is another major concern. Any security vulnerabilities or bugs in the LLM could expose our customers’ data to risks. A significant data breach or security incident related to the LLM could result in legal liability, regulatory scrutiny, loss of customer trust, and reputational damage.

Lastly, we are dependent on the LLM provider’s business continuity. Any significant disruption in their operations, whether due to technical issues, financial difficulties, or other factors, could materially and adversely our ability to provide services to our customers.

If any of these risks materializes, it could result in substantial disruption to our service, loss of competitive advantage, significant financial losses, damage to our reputation, legal liability, and the need to fundamentally alter our technology stack and business model. Our ability to mitigate these risks may be limited, and the process of finding and integrating an alternative LLM provider, if necessary, could be time-consuming, costly, and ultimately unsuccessful.

Our dependence on a third-party developer for our customer-facing platform may expose us to operational and competitive risks.

The development of askROI’s customer-facing platform is being conducted by MeetKai, a third-party developer. This arrangement exposes us to several risks that could materially and adversely affect our operations and competitive position. We may have limited control over the development process, potentially resulting in delays in product launches or feature releases, quality issues that do not meet our standards or customer expectations, and misalignment between the developed platform and our vision or market needs.

There are significant delivery risks associated with this arrangement. The developer may fail to deliver the platform according to our specifications or timeline, which could delay our market entry, force us to launch an incomplete or suboptimal product, or cause us to miss critical market opportunities.

Operational disruptions are another concern. Any interruption in the developer’s operations could severely disrupt our business plans. This could be due to financial difficulties of the developer, key personnel changes in the developer’s organization, or the developer’s shift in business focus or strategy.

We may also face challenges in maintaining and updating the platform post-development. This could include difficulty in making quick changes or updates to respond to market demands, potential conflicts over ongoing support and maintenance responsibilities, and challenges in knowledge transfer from the developer to our internal teams.

Intellectual property concerns are also significant. While we will own the customer-facing platform, there may be risks related to ensuring all IP rights are properly transferred to us, preventing the developer from using our proprietary information for other clients, and potential disputes over ownership of innovations made during the development process.

Lastly, the involvement of a third party in developing our platform may introduce security risks, including potential backdoors or vulnerabilities unknowingly introduced during development and challenges in ensuring the developer adheres to our security standards throughout the development process.

If any of these risks materializes, it could significantly impair our ability to launch, operate, and scale our service effectively. This could lead to delays in market entry, quality issues, customer dissatisfaction, and ultimately, loss of market share and revenue. Moreover, if we need to switch developers or bring development in-house, it could result in substantial costs, delays, and operational disruptions.

If we fail to effectively develop and expand our sales and marketing capabilities, our ability to increase our customer base and achieve broader market acceptance of our products could be harmed.

Our future success depends on our ability to effectively develop and expand our sales and marketing capabilities. As the prospective seller of a new product in the market, we need to substantially expand our sales and marketing operations to increase our customer base and achieve broader market acceptance of askROI. We face several challenges in this area.

Expanding our sales and marketing team presents significant hurdles. We need to hire, develop, and retain talented sales and marketing personnel who can effectively communicate the benefits of our AI-powered platform. This is challenging because competition for talented sales and marketing professionals in the AI and data analytics space is intense, it takes time for new hires to become fully productive, and we may face high turnover rates as competitors attempt to poach our talent.

Developing effective sales strategies is crucial but complex. We need to create and implement strategies that effectively convey the value proposition of askROI. This is complicated by the complex and technical nature of our product, the need to tailor our approach for different industries and customer sizes, and the challenge of differentiating ourselves in a crowded market.

Creating impactful marketing campaigns requires substantial investment in various marketing channels, continuously refining our messaging as we learn more about our market, and balancing brand-building efforts with direct response marketing.

As we grow, we’ll need to expand into new industries and geographic markets where we have virtually no experience. This presents challenges such as understanding and adapting to new market dynamics, tailoring our product and messaging to new customer segments, and navigating unfamiliar regulatory environments.

Managing a growing sales and marketing organization brings its own set of challenges, including maintaining a consistent culture and level of quality across the organization, implementing effective training programs, and creating and maintaining efficient processes and systems.

Lastly, particularly for large enterprises, our sales cycles can be long and complex, requiring significant time and resources with no guarantee of success. This can strain our sales resources and make it difficult to forecast revenue accurately.

If we are unable to effectively expand and develop our sales and marketing capabilities, we may not be able to attract new customers at the rate we need to grow our business, our customer acquisition costs may increase, impacting our profitability, we may struggle to expand into new markets or industries, and our brand recognition and market presence may not grow as anticipated. Failure to address these challenges could materially and adversely affect our business, financial condition and results of operations. Moreover, as a product of a public company, askROI’s performance in expanding its customer base and market presence can have a direct impact on the company’s stock price and investor relations.

The AI and data analytics markets are highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

We operate in the rapidly evolving and highly competitive markets of AI and data analytics. As these markets continue to mature and new technologies and competitors enter the markets, we expect competition to intensify. Our competitors include large, well-established public cloud providers that generally compete in all of our markets, less-established public and private cloud companies with products that compete in some of our markets, other established vendors of legacy database solutions or big data offerings, and new or emerging entrants seeking to develop competing technologies.

Most of our competitors have significant competitive advantages over us, including greater brand recognition and larger customer bases, more extensive financial, operational and technical resources, longer operating histories and more established relationships in the industry, broader global presence and larger sales and marketing budgets, more diverse product and services offerings, lower labor and research and development costs, larger and more mature intellectual property portfolios, and greater resources to make strategic acquisitions.

The competitive risks we face are substantial. Rapid innovation by competitors may make our technology obsolete or less relevant. Competitors may be able to respond more quickly to new or emerging technologies, as well as the demand therefor, and changes in customer requirements. We may face pricing pressures that drive down any revenue we may generate or make it difficult to achieve profitability, if any. Additionally, competitors may develop deeper relationships with our potential customers through more extensive sales and marketing operations or broader product offerings.

If we are unable to compete effectively for any of these reasons, we may fail to attract and retain customers, our revenue growth may slow, or we may experience a decline in revenue. This could materially and adversely affect our business, financial condition and results of operations.

If we are unable to attract new customers and increase customer adoption of our platform, our business, financial condition and results of operations will be adversely affected.

Our success depends on our ability to attract new customers and increase their usage of our platform over time. However, we face several challenges in customer acquisition and retention. Our sales cycles, especially for large enterprises, can be lengthy and complex due to the need for extensive education about our AI-powered platform, multiple stakeholders involved in purchasing decisions, rigorous security and compliance reviews, and competition from incumbent solutions and other new technologies.

Potential customers may be hesitant to adopt a new AI-powered platform due to concerns about the reliability and accuracy of AI-generated insights, data security and privacy worries, the need for significant changes to existing workflows and systems, and uncertainty about the long-term viability of new AI technologies.

We need to continuously demonstrate the value and return on investment of our platform to drive adoption and increased usage. This requires developing clear and compelling use cases for different industries, providing robust analytics to show the impact of our platform, and continuously improving our platform to deliver increasing value.

We face intense competition from both established players and new entrants, which can make it difficult to differentiate our product offerings, put pressure on our pricing and margins, and lead to customer churn if competitors offer perceived advantages.

The rapidly evolving nature of AI and data analytics means that customer needs and expectations are constantly changing. We must continuously adapt our platform to meet new requirements, anticipate future needs before they are explicitly expressed by customers, and balance the needs of different customer segments.

Even after acquiring a customer, we will face challenges in driving adoption and usage across their organization. This includes overcoming resistance to change from end-users, providing effective training and support, and ensuring that our platform integrates seamlessly with existing tools and workflows.

If we fail to attract and retain customers, we may experience slower revenue growth than anticipated, higher customer acquisition costs, difficulty in achieving economies of scale, and challenges in attracting investor confidence and additional capital. Additionally, our business model relies on customers increasing their usage of our platform over time. If customers do not increase their usage due to factors such as dissatisfaction with our platform’s performance or reliability, competitive offerings, budget constraints, or changes in their data analytics needs, our financial condition and results of operations will be materially and adversely affected.

Our initial focus on the North American market may limit our growth potential and increase our vulnerability to regional economic and regulatory factors.

askROI’s current strategy centers on establishing a strong position in the North American market, leveraging our exclusive licensing agreement for advanced LLM technology. While this focused approach has advantages, it also presents several risks including, without the limitation, the following:

If we are unable to successfully expand beyond North America or if the North American market becomes less favorable, we could experience:

As a product of a public company, our geographic concentration could also impact our parent company’s global growth narrative and potentially affect its stock price.

Our aim to serve a wide range of industries may spread our resources thin and expose us to industry-specific risks we are not prepared to handle.

askROI’s flexible architecture and what we believe are its powerful AI capabilities make it suitable for a wide range of industries. While this broad applicability can expand our market opportunity, it also presents significant challenges:

If we fail to effectively manage these multi-industry challenges:

Our reliance on a partner ecosystem for platform adoption and integration may expose us to reputational risks and limit our control over the customer experience.

askROI is focused on developing a robust network of partners, including consultancies, system integrators, and industry-specific solution providers, to accelerate platform adoption. While this strategy can enhance our market reach, it also presents several risks:

If we fail to effectively manage our partner ecosystem:

Our comprehensive customer success program may strain our resources and fail to deliver the expected value to our users.

askROI is developing a comprehensive customer success program, including thorough onboarding, training, support resources and regular check-ins. While this initiative aims to ensure users derive maximum value from our platform, it also presents several risks:

If our customer success program fails to deliver expected value, then:

Technology and Cybersecurity Risks

Security breaches, errors, or other defects in our platform could result in a loss of customers, harm to our reputation, and financial losses, which would materially and adversely affect our business, financial condition, and results of operations.

As a platform that processes and analyzes sensitive business data, we are exposed to significant cybersecurity risks. These include unauthorized access to customer data, data breaches or leaks, ransomware attacks, phishing and social engineering attacks, insider threats and denial of service attacks. Each of these risks could lead to severe consequences for our business.

Unauthorized access to customer data or data breaches could result in legal liability, regulatory penalties, loss of customer trust and reputational damage that could impair our ability to attract new customers. Ransomware attacks could lead to operational disruptions, financial losses and reputational damage even if we successfully mitigate the attack. Phishing and social engineering attacks could result in unauthorized access to our systems or customer data, compromise of employee or customer credentials, or injection of malware into our network.

Insider threats pose a unique challenge, as malicious actions by employees or contractors with privileged access could lead to data theft or manipulation, sabotage of our systems or unauthorized changes to our AI models or algorithms. Denial of service attacks could cause service outages, inability for customers to access their data, loss of customer confidence in our platform’s reliability, and financial losses due to breach of service level agreements.

In addition to security risks, our platform may contain errors, bugs, or other defects, particularly when new features are introduced. These issues could lead to disruptions in service availability, inaccurate data analysis or AI-generated insights, or unintended data processing operations that could violate our privacy commitments.

The consequences of a security incident or significant platform defect could be severe, including loss of customer trust and business, reputational damage that could take years to rebuild, legal and financial liabilities (including potential class action lawsuits), regulatory scrutiny and penalties, increased insurance costs, and significant resources diverted to incident response and system improvements.

Despite implementing security measures, we cannot guarantee that our platform will be free from vulnerabilities. The techniques used to sabotage or gain unauthorized access to systems and data change frequently and are becoming increasingly sophisticated. We may be unable to anticipate these techniques or implement adequate preventative measures.

As askROI is a product of a public company, any significant security breach or high-profile error could not only impact it directly but could also indirectly affect the Company’s stock price and overall market perception. This adds an additional layer of pressure and scrutiny to our security and quality assurance efforts.

Our platform is complex and may have errors or defects that could result in a loss of customers or harm to our reputation and business.

The development of a complex AI-powered analytics platform like askROI involves significant technical challenges and risks. Despite extensive testing and quality control measures, our platform may contain serious errors or defects, particularly when new features or capabilities are released. Some errors in our platform may only be discovered after it has been deployed and used by customers.

These issues can manifest in various ways. Data integrity issues could lead to incorrect data processing or analysis, potentially causing customers to make faulty business decisions. Undetected data corruption could compromise the reliability of our AI models, while synchronization errors could result in inconsistent data across different parts of our platform.

Performance problems are another significant concern. Slow query responses could frustrate users and reduce productivity. Memory leaks or other resource management issues could cause system crashes or downtime. As customers increase their data volume or user base, we may face scalability problems that impact the platform’s performance.

Security vulnerabilities are a critical risk. Undiscovered security flaws could be exploited by malicious actors, improper data handling could lead to unauthorized data access or leaks, and cryptographic errors could weaken our data protection measures.

Integration failures present another set of challenges. Errors in our API could break integrations with customers’ existing tools and workflows. Incompatibilities with certain data formats or sources could limit our platform’s usefulness, and problems with our export functions could hinder customers’ ability to use our insights in other systems.

Compliance violations are a serious concern in today’s regulatory environment. Bugs affecting data retention or deletion could lead to non-compliance with privacy regulations, while errors in our access control systems could result in unauthorized data access, violating our compliance commitments.

User experience issues, while perhaps less critical than security or compliance problems, can significantly impact adoption and satisfaction. Interface glitches could frustrate users and reduce adoption rates, while inconsistent behavior across different parts of our platform could confuse users and increase support costs.

The consequences of serious platform errors or defects could be severe, including loss of existing or potential customers, harm to our reputation and brand, delays in market acceptance of our platform, diversion of development and customer service resources, legal claims and associated costs, and regulatory scrutiny or penalties.

As AI technology rapidly evolves, new types of errors or defects may emerge that are difficult to predict or prevent. Our AI models may produce unexpected or biased results, which could lead to incorrect business decisions or unfair outcomes for our customers’ stakeholders.

Our business depends on our ability to maintain and scale our technical infrastructure, and any significant disruption in our service could damage our reputation, result in a potential loss of customers and harm our business, financial condition and results of operations.

Our reputation and ability to attract, retain, and serve our customers depend upon the reliable performance of our platform and underlying technical infrastructure. We have experienced, and may in the future experience, disruptions, outages, and other performance problems due to a variety of factors.

Infrastructure changes, such as migrations to new data centers or cloud providers, updates to our core software infrastructure, and changes in our data processing pipelines, can lead to service disruptions. Human or software errors, including misconfigurations in our systems, bugs in our software or third-party components, and errors in deployment processes, can cause unexpected issues.

Capacity constraints are another significant challenge. Unexpected spikes in customer usage, limitations in our auto-scaling capabilities, and resource contention issues can lead to performance degradation or outages. Additionally, we face the constant threat of distributed denial of service attacks and other security-related incidents, including targeted attacks on our infrastructure, exploitation of unknown vulnerabilities, and compromised employee or service accounts.

In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as our platform becomes more complex and our user traffic increases.

If our platform is unavailable or if our customers are unable to access our platform within a reasonable amount of time, or at all, our business would be adversely affected. Our customers depend on the continuous availability of our platform to access and analyze critical business data, make data-driven decisions in real-time, perform complex analytics tasks, and collaborate with team members across their organizations.

Any disruption in our services could result in loss of customers to competitors, reduced customer satisfaction and loyalty, negative publicity and damage to our brand, reduction in revenue due to service credits or customer churn, and increased customer support and engineering costs.

To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations could be adversely affected.

The ability of our platform to connect with and analyze data from various sources introduces risks related to data integrity, compatibility, and security.

A key feature of askROI is its ability to integrate with a wide range of data sources, including CRM systems, cloud storage services, and communication platforms. While this capability is central to our value proposition, it also exposes us to several risks:

If we fail to effectively manage these data integration challenges, then:

Our platform’s ability to learn and adapt to each organization’s unique language and terminology may not function as intended, leading to inaccurate insights or customer dissatisfaction.

A key feature of askROI is its ability to learn and understand each company’s unique terminology, product names, and project codes. While this capability is designed to provide highly relevant and tailored insights, it also presents several risks:

If our adaptive learning capabilities fail to perform as expected, then:

The generation of custom reports, data-rich presentations, and visualizations may lead to misinterpretation of data or over-reliance on automated insights.

askROI’s ability to analyze vast amounts of data and generate custom reports, presentations, and visualizations is a key feature. However, this capability also introduces several risks:

If our report and visualization generation capabilities fail to meet user expectations or lead to misinterpretation, then:

Intellectual Property Risks

If we are unable to protect our intellectual property rights, our competitive position could be harmed and our business, financial condition and results of operations could be materially and adversely affected.

Our success depends in large part on our ability to protect our proprietary technology and intellectual property rights. We rely on a combination of patents, trademarks, copyrights, trade secrets, and confidentiality agreements to protect our intellectual property. However, these protections may not be adequate and may be challenged, invalidated, or circumvented.

We face several risks related to our intellectual property. Our patent applications may not result in issued patents, and our issued patents may not provide meaningful protection for our technology. Our patents may be challenged by third parties through post-grant proceedings, and we may not be able to detect unauthorized use of our patented technology.

Trade secret protection is another critical area of concern. Our efforts to protect our trade secrets may not be adequate, former employees may misappropriate our trade secrets, and partners or contractors may improperly disclose confidential information.

Copyright and trademark risks are also significant. Our copyrights or trademarks may be challenged or invalidated, we may face allegations of copyright infringement related to open-source software, and our trademarks may not be sufficiently distinctive to warrant protection.

Contractual protections, such as non-disclosure agreements or other contractual protections, may be breached or found unenforceable. We may also fail to obtain appropriate rights from our employees or contractors.

If we fail to protect our intellectual property rights adequately, competitors might gain access to our technology, we could lose any competitive advantage in the market that we may attain, and our brand value and reputation may be damaged.

Monitoring unauthorized use of our intellectual property is difficult and costly. Litigation may be necessary in the future to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights.

We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

In recent years, there has been significant litigation in the United States and abroad involving patents and other intellectual property rights, particularly in the technology industry. We may become involved in legal proceedings from time to time to protect our intellectual property or defend against claims that we have infringed on the intellectual property rights of others.

As our business grows and our product gains visibility, should that occur, the risk of intellectual property infringement claims against us increases. We could face claims of infringement from patent assertion entities or “patent trolls,” competitors in the AI and data analytics space, companies in adjacent technology sectors, and open-source software copyright holders.

These claims, even if without merit, could result in costly litigation, divert management’s attention and resources, require us to enter into royalty or licensing agreements (which may not be available on acceptable terms), require us to redesign our products to avoid infringement, or prevent us from offering certain features or functionality.

If we are found to have infringed on the intellectual property rights of others, we could be subject to substantial damages or an injunction preventing us from selling our products. We might also face requirements to indemnify our customers or partners and could suffer reputational harm affecting our ability to attract new customers.

The technology sector, particularly in areas related to AI and data analytics, is characterized by the existence of large numbers of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights. Companies in this sector are often taking steps to protect and enforce their rights, including through litigation. As a result, we may have to defend against claims of intellectual property infringement even if we believe such claims are without merit.

Financial Risks

We have a history of operating losses and may not achieve or sustain profitability in the future.

As we prepare for askROI’s limited MVP release in July 2024, we anticipate that our operating expenses will increase substantially in the foreseeable future.

We expect to see increases in sales and marketing expenses as we expand our sales team, increase our marketing spend to build brand awareness and generate leads, and attend more industry events and conferences to promote our platform. Research and development costs are likely to rise as we hire additional AI researchers and software engineers, invest in new AI technologies and capabilities, and expand our data processing and storage infrastructure.

General and administrative costs associated with our growth are also expected to increase. This includes strengthening our finance, legal, and HR teams, implementing new business systems and processes, and potentially increasing our office space to accommodate a growing team. As a division of a public company, we will also incur costs related to enhanced financial reporting and compliance requirements, increased auditing and legal expenses and higher insurance premiums.

Our ability to achieve and sustain profitability depends on numerous factors, many of which are beyond our control. We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. Growth of our revenue may be slower than anticipated or our revenue could decline for a number of reasons, including increased competition in the AI and data analytics market, reduced demand for our platform due to economic downturns or changes in customer preferences, saturation in our existing markets limiting growth opportunities, or failure to capitalize on emerging technologies or market trends.

If we fail to achieve profitability, or if we are unable to sustain profitability on a quarterly or annual basis, it could result in difficulty in raising additional capital on favorable terms, potential downsizing or restructuring of our operations, limitations on our ability to invest in new features or technologies, and a negative impact on our company’s financial results and stock price.

Regulatory and Legal Risks

Rapidly evolving laws and regulations related to AI and data analytics could negatively impact our business, increase our costs, and harm our competitive position.

The legal and regulatory landscape applicable to AI and data analytics is evolving rapidly and becoming increasingly complex. New laws and regulations are being proposed and enacted at the local, state, federal, and international levels, often with little harmony between jurisdictions. This evolving landscape poses several risks to our business.

We may need to invest significant resources to comply with new regulations. Frequent changes in laws may require continuous updates to our platform and processes, and we may need to hire specialized legal and compliance personnel. New laws may limit how we can collect, use, or process data, and regulations might restrict certain AI techniques or applications. We may face new requirements for explainability or transparency in our AI models.

These regulatory changes could expose us to new forms of liability. We may face increased risk of customer lawsuits related to AI decisions or data usage, and regulatory enforcement actions could result in significant fines or penalties. Complying with stringent regulations may slow our pace of innovation, potentially putting us at a competitive disadvantage against competitors operating in less regulated markets. The uncertainty in regulations may also deter potential customers from adopting AI solutions.

As we consider future international expansion, we face additional challenges. Conflicting regulations between jurisdictions may limit our ability to offer a consistent global product. Data localization requirements may increase our operational costs, and cross-border data transfer restrictions may limit our ability to train or operate our AI models effectively.

Specific areas of regulatory focus that could impact our business include AI Ethics and Bias, Data Privacy, Algorithmic Transparency, Cybersecurity, and Sector-Specific Regulations for industries like finance and healthcare. The lack of clear and consistent guidelines around the development and use of AI technologies creates a degree of uncertainty for companies like ours.

As regulators and policymakers work to catch up with the rapid pace of technological advancement, there is a risk of overregulation or fragmented regulatory frameworks that could hinder innovation and growth. Any regulatory missteps could have consequences not just for askROI, but for our company’s overall operations and market valuation.

Changes in privacy laws, regulations, and standards may cause our business to suffer.

Personal privacy and data security have become significant issues in the United States, Europe, and many other jurisdictions. The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.

In the United States, various federal and state regulators, including governmental agencies like the Federal Trade Commission, have adopted or are considering adopting laws and regulations concerning personal information and data security. State-level laws like the CCPA and the California Privacy Rights Act impose strict requirements on businesses handling personal data.

Internationally, the European Union’s GDPR imposes stringent requirements for processing personal data of EU residents. Many countries have established their own data protection frameworks, often inspired by but not identical to GDPR. Additionally, industry standards such as the Payment Card Industry Data Security Standard create additional compliance obligations.

These laws, regulations, and standards are constantly evolving and can be subject to significant change. The application and interpretation of these laws and regulations are often uncertain and could result in legal claims or government enforcement actions.

The potential impacts on our business are significant. We may need to make substantial modifications to our platform to ensure compliance, potentially limiting our ability to collect and use data, which could reduce the effectiveness of our AI models. We may face increased administrative costs and burdens, constraints on our ability to expand into new markets due to varying regulatory requirements, and the potential for significant penalties or legal liability if we fail to comply.

If we fail to comply with applicable privacy and data security laws and regulations, or if we fail to meet new requirements imposed by such laws, our business could suffer and we could be subject to significant fines and penalties. For instance, violations of GDPR can result in fines of up to 4% of global annual revenue or €20 million, whichever is higher. The CCPA allows for private rights of action in certain cases of data breaches, potentially leading to class action lawsuits.

As a provider of AI-powered analytics, we handle large volumes of potentially sensitive data, making us particularly vulnerable to these regulatory risks. Moreover, as a product of a public company, any significant privacy or data security incident could not only impact askROI’s operations but could also affect our company’s stock price and overall market perception.

General Risk Factors

Because we must periodically evaluate our intangible assets and investment holdings for impairment, we could be required to recognize non-cash impairment charges in future periods, which could have a materially adverse impact on our operating results.

During the fiscal year ended March 31, 2023 we incurred non-cash charges of $54 million and $21 million related to the loss on the acquisition of BNC as well as the change in fair value of our investment in WTRV. We will assess these investments and intangible assets for impairment going forward, and if the carrying value of the holding on our balance sheet exceeds its estimated fair value, we will record an impairment charge.

Our future success depends on our ability to retain and attract high-quality personnel, and the efforts, abilities and continued service of our senior management.

Our future success depends on our ability to attract, hire, train and retain a number of highly skilled employees and on the service and performance of our senior management team and other key personnel for each of our subsidiaries particularly with the planned spin-offs. The loss of the services of our executive officers or other key employees and inadequate succession planning could cause substantial disruption to our business operations, deplete our institutional knowledge base and erode our competitive advantage, which would materially and adversely affect our business. Competition for qualified personnel possessing the skills necessary to implement our strategy is intense, and we may fail to attract or retain the employees necessary to execute our business model successfully. We do not have “key person” life insurance policies covering any of our executive officers.

Our success will depend to a significant degree upon the continued efforts of our key management, engineering and other personnel, many of whom would be difficult to replace. In particular, we believe that our future success is highly dependent on the roles of our Executive Chairman, our Chief Executive Officer and our Chief Financial Officer. In the fourth fiscal quarter of 2024 and the first fiscal quarter of 2025, there has been a shift in management with the appointment of new executive personnel and board members; this shift was intended to implement improvements in the Company’s operations, development and compliance.

Deterioration of global economic conditions could adversely affect our business.

The global economy and capital and credit markets have experienced exceptional turmoil and upheaval over the past several years. Ongoing concerns about the systemic impact of potential long-term and widespread recession and potentially prolonged economic recovery, volatile energy costs, fluctuating commodity prices and interest rates, volatile exchange rates, geopolitical issues, including the recent outbreak of armed conflict in Ukraine and in the Middle East, natural disasters and pandemic illness, instability in credit markets, cost and terms of credit, consumer and business confidence and demand, a changing financial, regulatory and political environment, and substantially increased unemployment rates have all contributed to increased market volatility and diminished expectations for many established and emerging economies, including those in which we operate. Furthermore, austerity measures that certain countries may agree to as part of any debt crisis or disruptions to major financial trading markets may adversely affect world economic conditions and have an adverse impact on our business. These general economic conditions could have a material adverse effect on our cash flow from operations, results of operations and overall financial condition.

The availability, cost and terms of credit also have been and may continue to be adversely affected by illiquid markets and wider credit spreads. Concern about the stability of the markets generally, and the strength of counterparties specifically, has led many lenders and institutional investors to reduce credit to businesses and consumers. These factors have led to a decrease in spending by businesses and consumers over the past several years, and a corresponding slowdown in global infrastructure spending. 

Continued uncertainty in the U.S. and international markets and economies and prolonged stagnation in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to access capital markets and obtain capital lease financing to meet liquidity needs.

No assurance of successful expansion of operations.

Our significant increase in the scope and the scale of our operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. We anticipate that our operating expenses will continue to increase. Expansion of our operations may also make significant demands on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. We cannot assure you that significant problems in these areas will not occur. Failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that attempts to expand our marketing, sales, manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.

If we cannot manage our growth effectively, our results of operations would be materially and adversely affected.

We experienced a significant change in our business model as we have shifted our focus towards building out the Metaverse platform, askROI and developing businesses in conference services and specialized-healthcare service towards a revenue-generating model and away from the legacy subsidiaries. Our business model relies on our ability to (i) generate revenue through gaming and sweepstakes events in the metaverse, which is a nascent industry and attracting customers through our sponsored events; (ii) generate revenue from the services and products provided at individual conference event and to have recurring attendees; and (iii) generate revenue from the specialized healthcare services and products provided to customers at our men’s clinics.

Businesses that grow rapidly often have difficulty managing their growth while maintaining their compliance and quality standards. If we grow as rapidly as we anticipate, we will need to expand our management by recruiting and employing additional executive and key personnel capable of providing the necessary support. There can be no assurance that our management, along with our staff, will be able to effectively manage our growth. Our failure to meet the challenges associated with rapid growth could materially and adversely affect our business and operating results.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act which require, among other things, that public companies maintain effective disclosure controls and procedures and internal control over financial reporting.

Any failure to maintain effective controls or any difficulties encountered in their implementation or improvement in the future could cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which could result in loss of investor confidence and could have an adverse effect on our stock price.

If our accounting controls and procedures are circumvented or otherwise fail to achieve their intended purposes, our business could be seriously harmed.

We evaluate our disclosure controls and procedures as of the end of each fiscal quarter, and annually review and evaluate our internal control over financial reporting in order to comply with the Commission’s rules relating to internal control over financial reporting adopted pursuant to the Sarbanes-Oxley Act of 2002. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain effective internal control over financial reporting or our management does not timely assess the adequacy of such internal control, we may be subject to regulatory sanctions, and our reputation may decline.  

Failure of information technology systems or data security breaches, including as the result of cyber security attacks, affecting us, our business associates, or our industry, may adversely affect our financial condition and operating results.

We depend on information technology systems and services in conducting our business. We and others in the industries in which we operate use these technologies for internal purposes, including data storage and processing, transmissions, as well as in our interactions with our business associates. Examples of these digital technologies include analytics, automation, and cloud services. If any of our financial, operational, or other data processing systems are compromised, fail or have other significant shortcomings, it could disrupt our business, require us to incur substantial additional expenses, result in potential liability or reputational harm or otherwise have a material adverse effect on our financial condition and operating results.

We may experience cyber-security and other breach incidents that remain undetected for an extended period. Our ability to anticipate, detect and implement adequate preventative measures to stop or mitigate any potential damage in a timely manner from cyberattacks as the techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched.

Given the increasing cyber security threats in the hospitality and healthcare industry, there can be no guarantee we will not experience business interruptions; data loss, ransom, misappropriation or corruption; theft or misuse of proprietary or personnel and customer information; or litigation and investigation related to any of those, any of which could have a material adverse effect on our financial position and results of operations and harm our business reputation. Although we do maintain commercially reasonable insurance policies for cyberattacks, there can be no guarantee that insurance would be sufficient to cover our losses, nor can it be guaranteed that insurance coverage would be available for every specific incident in accordance with the terms and conditions of the applicable policy coverage.

Our limited ability to protect our proprietary information and technology may adversely affect our ability to compete, and our products could infringe upon the intellectual property rights of others, resulting in claims against us, the results of which could be costly.

Many of our products consist entirely or partly of proprietary technology owned by us. Although we seek to protect our technology through a combination of copyrights, trade secret laws and contractual obligations, these protections may not be sufficient to prevent the wrongful appropriation of our intellectual property, nor will they prevent our competitors from independently developing technologies that are substantially equivalent or superior to our proprietary technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the U.S. In order to defend our proprietary rights in the technology utilized in our products from third party infringement, we may be required to institute legal proceedings, which would be costly and would divert our resources from the development of our business. If we are unable to successfully assert and defend our proprietary rights in the technology utilized in our products, our future results could be materially and adversely affected.

Although we attempt to avoid infringing known proprietary rights of third parties in our product development efforts, we may become subject to legal proceedings and claims for alleged infringement from time to time in the ordinary course of business. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, require us to reengineer or cease sales of our products or require us to enter into royalty or license agreements which are not advantageous to us. In addition, parties making claims may be able to obtain an injunction, which could prevent us from selling our products in the U.S. or abroad.

Future sales of our Common Stock in the public market could lower the price of our Common Stock and impair our ability to raise funds in future securities offerings.

There were 32,666,241 shares of Common Stock outstanding as of July 12, 2024, approximately 30,789,643 shares are held by investors who are not our affiliates or holders of restricted stock. Of these 32,666,241 shares, 32,441,412 shares are freely tradeable and 224,829 shares are restricted. The remaining shares may be sold subject to the volume limits of Rule 144 which limits sales by any affiliate to the greater of 1% of outstanding shares in any three-month period or the average weekly trading volume over a four-week period. Future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our Common Stock and could make it more difficult for us to raise funds in the future through an offering of our securities. 

The price of our Common Stock is subject to volatility, including for reasons unrelated to our operating performance, which could lead to losses by investors and costly securities litigation.

The trading price of our Common Stock is likely to be highly volatile and could fluctuate in response to a number of factors, some of which are outside our control, including but not limited to, the following factors:

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and our resources, which could harm our business and financial condition.

You will experience dilution if we issue additional equity securities in future financing transactions or under derivative securities outstanding as of the date of this Report. Further, the existence of our outstanding preferred shares may significantly reduce your influence over matters requiring shareholder approval.

We have convertible notes, convertible preferred stock and warrants outstanding that are convertible or exercisable into a significant number of shares of our Common Stock. Our commitment to issue shares of Common Stock pursuant to the terms of convertible notes, convertible preferred stock and warrants has the potential to cause significant dilution to the holders of our Common Stock. In addition, as part of the consideration to investors on investments made in April 2023, we have issued warrants that contain certain anti-dilution protection features. In the event that we sell Common Stock at a price per share lower than the exercise price of such warrants, then the exercise price of those warrants shall decrease to match the price per share that Common Stock was sold, and the number of shares of Common Stock to be issued upon exercise of these warrants will increase correspondingly to the decrease in exercise price. 

As a result of our sale of Series A, Series B and Series D Preferred Stock to AAI or Ault Lending, LLC (“Ault Lending”), a wholly owned subsidiary of AAI, AAI could convert additional shares of the Preferred Stock and cause dilution to our other investors. To the extent that such outstanding securities are converted into shares of our Common Stock, or securities are issued in future financings, our investors may experience dilution with respect to their investment in us. Further, the existence of these series of preferred shares significantly reduces your influence over matters requiring shareholder approval given the voting power that these shares have.

Future changes in the fair value of outstanding warrants could result in volatility of our reported results of operations.

Because of the derivative liability caused by our outstanding warrants, the increase or decrease in our Common Stock price each quarter (measured from the first day to the last day) is either a non-cash expense or income. If the price rises, we are required to report the expense, which increases our actual operating loss. Contrarily a price decrease in a given quarter will cause us to report income. The risk is principally that investors will react to our reported bottom line, which will increase volatility in our stock price.

Because we can issue “blank check” preferred stock without shareholder approval, it could adversely impact the rights of holders of our Common Stock.

Under our Articles of Incorporation, subject to the approval of the Series A, Series B and Series D Preferred shareholders, Ault Lending and AAI, our Board may approve an issuance of up to approximately 5,000,000 shares of “blank check” preferred stock without seeking shareholder approval. Any additional shares of preferred stock that we issue in the future may rank ahead of our Common Stock in terms of dividend or liquidation rights and may have greater voting rights than our Common Stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of Common Stock, which would dilute the value of Common Stock to current shareholders and could adversely affect the market price of our Common Stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although we have no present intention to issue any additional shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

We are a public company and subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. For example, Section 404 of the Sarbanes-Oxley Act requires that our management report on the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. If we fail to maintain compliance under Section 404, or if our internal control over financial reporting continues to not be effective as defined under Section 404, we could be subject to sanctions or investigations by the Commission or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our Common Stock. Any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements, which will increase costs. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. 

The elimination of monetary liability against our directors, officers and employees under law and the existence of indemnification rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees. 

Our articles of incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our shareholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our shareholders.

We do not anticipate paying dividends on our Common Stock and, accordingly, shareholders must rely on stock appreciation for any return on their investment.

We have never declared or paid cash dividends on our Common Stock and do not expect to do so in the foreseeable future. The declaration of dividends is subject to the discretion of our Board and will depend on various factors, including our operating results, financial condition, future prospects and any other factors deemed relevant by our Board. You should not rely on an investment in our company if you require dividend income from your investment in our company. The success of your investment will likely depend entirely upon any future appreciation of the market price of our Common Stock, which is uncertain and unpredictable. There can be no assurance that our Common Stock will appreciate in value.

Because we are a smaller reporting company, this section is not applicable.

Information Security Program:

The mission of our information security program is to design, implement, and maintain a comprehensive information security program that protects our systems, services, and data against unauthorized access, disclosure, modification, damage, and loss. Our information security program is comprised of internal and external security and technology professionals who work collaboratively to identify, assess, manage, and mitigate cybersecurity risks and threats across our company, our subsidiaries, and third-party contractors.

We recognize the importance of effectively managing material risks associated with cybersecurity threats, as defined in Item 106(a) of Regulation S-K. Our risk management program integrates the monitoring and management of these risks and threats and is informed by applicable laws, regulations, industry standards, and best practices. We continue to invest in information security resources to mature, expand, and adapt our capabilities to address emerging cybersecurity risks and threats.

Our information security organization is committed to maintaining a robust and resilient security posture that enables us to protect our assets, maintain our stakeholders’ trust, and support our business’s overall success.

Cybersecurity Risk Management and Strategy

Our cybersecurity risk management and strategy are integral components of our comprehensive information security program. They guide our continuous efforts to evaluate and improve the confidentiality, integrity, and availability of our critical systems, data, and operations.

We have adopted an Information Security Policy (the “Info-Sec Policy”) and an Incident Response Plan (the “Response Plan”) that establish administrative, physical, and technical controls and procedures to protect sensitive data throughout the Company. These policies also outline processes to assess, identify, manage, and report cybersecurity risks and incidents. The Info-Sec Policy applies to all persons working for the Company and any third parties working with us in any capacity.

Our approach to controls and risk management is informed by applicable laws and regulations, as well as industry standards and best practices. These serve as a guide to help us identify, assess, and manage cybersecurity controls and risks relevant to our business. 

Our cybersecurity risk management program includes:

Cybersecurity Governance

Our Board oversees cybersecurity risk as part of its overall risk oversight function. Our information technology department (the “IT Department”), which functions as our Information Security Advisory Team, is responsible for managing our information security program and implementing cybersecurity risk management practices. The IT Department is led by our Chief Executive Officer and our Chief Technology Officer (the “IT Officers”), who oversee our cybersecurity strategy and ensure its alignment with business objectives.

The IT Department collaborates with various stakeholders across the organization to identify, assess, and mitigate cybersecurity risks. They regularly monitor and adapt our information security program to address the evolving threat landscape.

In the event of a cybersecurity incident, the IT Department promptly reports the matter to the Board. The Board is ultimately responsible for assessing the severity and potential impact of the incident and determining the appropriate course of action. The IT Officers keep the Board informed of significant cybersecurity incidents and provides updates on the overall status of our cybersecurity program as needed.

This governance structure ensures that cybersecurity risks are effectively managed by the IT Department, with oversight from the IT Officers and the Board. It maintains clear lines of communication and accountability, enabling timely decision-making and response to cybersecurity matters.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we may not successfully eliminate all risks from cybersecurity threats and can provide no assurance that undetected cybersecurity incidents have not occurred.

Our corporate headquarters office utilizes 7,102 square feet of leased office space in Las Vegas, Nevada. Our lease is currently on a month-to-month basis. The annual base rent payable was approximately $242,820 during the 2024 fiscal year.

We currently lease space in Murry, Utah through May 2027 for the GuyCare clinic. The annual base rent under that lease, payable on a monthly basis was approximately $30,952 during the 2024 fiscal year.

We currently anticipate that the current leased space will be sufficient to support our current and foreseeable needs.

Litigation Matters

We are involved in litigation arising from other matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters.

With respect to our other outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

In the opinion of management, there are no additional legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows.

Not applicable.

PART II

Market Information

Our Common Stock is currently quoted on OTCPK Market under the symbol “ROII”. The OTC Markets is an inter-dealer quotation system. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders

As of July 12, 2024, we had approximately 159 holders of record of our Common Stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer agent for the Common Stock is Pacific Stock Transfer Co, located at 6725 Via Austi Pkwy, Suite 300, Las Vegas, Nevada 89119.

Dividends

We have never declared or paid any cash dividends on our Common Stock. The payment of dividends on our Common Stock in the future will depend on our earnings, capital requirements, operating and financial condition and such other factors as our Board may consider appropriate. As long as the Series A, Series B, Series C and Series D preferred shares are outstanding, we are precluded from paying dividends except to the holder of the Preferred Shares.

We currently expect to use all available funds to finance the future development and expansion of our business and do not anticipate paying dividends on our Common Stock in the foreseeable future.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities during fiscal year 2024 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K. 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

This Annual Report on Form 10-K (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Report is filed, and we do not intend to update any of the forward-looking statements after the date this Report is filed to confirm these statements to actual results, unless required by law.

This Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Report and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this Report. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Overview

On November 1, 2023 BitNile Metaverse, Inc. changed its name to RiskOn International, Inc. and its ticker from BNMV to ROI and subsequently to ROII in February of 2024. We are a holding company incorporated in the State of Nevada on November 19, 2007. The change in both name and ticker underscore our commitment to developing a vertically integrated community while creating a seamless and enriched user experience.

We own 100% of BitNile.com, Inc. (“BNC”), including the BitNile.com Metaverse platform (the “Metaverse”). The Metaverse, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. We also wholly own RiskOn360, Inc. (“RiskOn360”) and GuyCare, Inc. (“GuyCare”). RiskOn360 organizes and holds business training conference and learning seminars on certain dates and certain cities across the United States; RiskOn360 held one event during the year ended March 31, 2024. GuyCare was formed in September 2023 and is incorporated in the state of Nevada. GuyCare provides health and wellness services as a core part of creating a sound and successful individual experience, specializing in men’s health; GuyCare opened its first clinic in January 2024.

Through March 31, 2024, our former subsidiaries, Agora Digital Holdings, Inc. (“Agora”) and Wolf Energy Services, Inc. have been treated for accounting purposes as discontinued operations.

Recent Developments

During the fiscal year ended March 31, 2024, we engaged in the following transactions:

We submitted a compliance plan, which was subsequently amended and restated, to the staff. On December 1, 2023, Nasdaq notified us that it rejected the Compliance Plans. We appealed the Staff’s determination to delist our Common Stock to a Hearings Panel (the “Panel”). The Panel heard our appeal on February 29, 2024. See below for the resolution of this matter.

In accordance with Nasdaq listing rule 5810(c)(3)(A), we had 180 calendar days, or until April 30, 2024, to regain compliance. The Deficiency Letter states that to regain compliance, the bid price for our Common Stock must close at $1.00 per share or more (the “Minimum Bid Price”) for a minimum of 10 consecutive business days during the compliance period ended April 30, 2024.

The purchase price was paid by the cancellation of $15,085,931 of cash advances made by AAI to us between January 1, 2023 and November 9, 2023. The terms of the Preferred Shares as set forth in the Certificates of Designations of the Rights, Preferences and Limitations of the Series D Convertible Preferred Stock (the “Certificate”) include conversion terms and dividend payout terms. The Preferred Shares each have a stated value of $25,000 per share (the “Stated Value”).

On July 25, 2022, we entered into a Share Exchange Agreement pursuant to which we sold to WTRV our oil and gas production business, which was part of the commodities segment. We received 1,200 shares of WTRV’s Series A Convertible Preferred Stock, which were convertible into approximately 42.3 million shares of WTRV common stock. WTRV filed a registration statement on our behalf as we contemplated making a distribution of the WTRV common stock. The intent of the distribution of WTRV’s common shares was to distribute 100% of our interest in WTRV to our shareholders of record as of September 30, 2022 (the “Announced Record Date”).

The 42.3 million shares of WTRV’s common stock were to be distributed to the holders of our Common Stock and Series A convertible preferred stock outstanding as of the Announced Record Date.

While the S-1 registration statement was declared effective, there were problems with the process, including the Announced Record Date, and we determined that, for regulatory reasons, the distribution was not able to be consummated under the S-1 registration statement.

In an effort to do everything within our ability to obtain the result that our press releases originally announced, on January 26, 2024, the Board authorized our former CFO, Jay Puchir, to identify the shareholders of record as of the Announced Record Date and to enter into an agreement with the such shareholders to transfer approximately 1.3 shares of WTRV common stock for each share of Common Stock held (or was entitled in hold upon conversion of the Series A convertible preferred stock) as of the Announced Record Date. In order to effectuate the transfer, we required proof from the shareholders that they held shares of Common Stock as of the Announced Record Dates and were, at such time, accredited investors, among other matters.

As of June 30, 2024, Jay Puchir had entered into agreements with certain accredited investors, who had signed releases and issued 20.5 million shares of WTRV common stock. Of the 20.5 million shares, 2.5 million shares were issued to Ault Lending, a subsidiary of AAI, a related party.

Segment Reporting for the Years Ended March 31, 2024 and 2023:

As a result of the divestiture of our legacy subsidiaries and the launch of new businesses our segments have changed in the fiscal year. Our three reporting segments are BitNile.com and services (“BNS”), RiskOn360 Conferences (“RiskOn360”) and GuyCare.

See accompanying notes for relevant information related to our three reporting segments as of and for the 2024 fiscal year. As there is no meaningful financial information relating to our new segments compared to prior period segments, management has no additional discussion and comparative analysis to disclose. The significant activities and transactions of both periods are discussed in the notes to the financial statements and in the discussion and analysis of the Consolidated Results of Continuing Operations above.

Key Trends

Impact of Inflation

In 2023 and continuing in 2024, there has been a sharp rise in inflation in the U.S. and globally. Given our limited operations, the most significant future impact is expected to be on employee salaries and benefits.

Results of Operations for Continuing Operations for the Years Ended March 31, 2024 and 2023

The results below do not include our discontinued operations activity, accordingly, period to period comparisons may not be meaningful.

Revenues and Gross Loss

We had $332,425 of revenue in the fiscal year ended March 31, 2024 (“FY 2024”) and had no revenue in fiscal year ended March 31, 2023 (“FY 2023”) as we commenced operations of BNS, RiskOn360 and GuyCare in March 2023, November 2023 and January 2024, respectively. Gross loss was $1,841,629 in FY 2024.

Cost of Revenues

Cost of revenues for FY 2024 was $2,174,054 compared to $0 for FY 2023. We expect the cost of revenues to increase as we expand GuyCare’s operations and hold additional RiskOn360 conferences.

Operating Expenses

Total operating expenses were $35 million for FY 2024 compared to $6 million for FY 2023. The increase of $29 million from the prior year was primarily related to higher selling, general and administration expense, impairment loss on intangible assets coupled with higher salaries, wages and benefits of $22 million, $4 million and $3 million, respectively. The increase in selling, general and administrative expense was mainly driven by increased marketing, advertising and event sponsorship of $17 million, Metaverse platform hosting fees of $4 million and capital raising costs of $1 million. The impairment increase of $4 million is primarily due to our intangible assets decrease in expected cashflows and the increase in salaries, wages and benefits of $3 million resulted from increased headcount, related payroll expenses and employee benefits.

Other Income (Expense)

Total other income was $12 million in FY 2024 compared to total other expense of $28 million in FY 2023. The increase in other income of $40 million was primarily due the loss on acquisition of BNC of $55 million, the change in fair value of WTRV investment of $21 million in FY 2023 and a gain on conversion of notes of $1 million in FY 2024, partially offset by the change in fair value of derivative liabilities and derivative income of $23 million, the amortization of discounts of $6 million, gain on conversion and subsequent loss on transfer of WTRV shares, net of $6 million and the loss on redemption of Series A preferred stock of $2 million in FY 2024.

Net Loss from Continuing Operations

Net loss from continuing operations for FY 2024 was $25 million compared to approximately $34 million for FY 2023. The decrease in net loss of $9 million was primarily due to the increase in overall change in other income (expense) of $40 million offset by an increase in operating expenses and cost of revenue of $29 million and $2 million, respectively, in FY 2024.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are revenue generated from operations, levels of accounts receivable and accounts payable and capital expenditure.

Net cash used in operating activities of continuing operations was $38 million for FY 2024 compared to $50 million for FY 2023. The change in cash used in operating activities of continued operations of $12 million was primarily due to a decrease in net loss of $53 million, changes in assets and liabilities of $10 million, increases in depreciation, amortization and impairments of $9 million, a decrease in non-controlling interest income of approximately $4 million and the transfer of WTRV shares increase of $2 million, partially offset by the loss on acquisition of BNC of $55 million and the loss on disposal of WTRV and Pinnacle Frac Transport LLC of $13 million in FY 2023 and the gain on conversion of notes and derivative liabilities of $1 million in FY 2024.

Net cash used in investing activities of continuing operations was $0.4 million for FY 2024 compared to net cash provided by investing activities of $0 for FY 2023. Net cash used in investing activities of continuing operations increase in FY 2024 was due to the simple agreement for future equity investment in MeetKai, Inc. of $0.3 million and purchase of fixed assets of $0.1 million.

Net cash provided by financing activities of continuing operations for FY 2024 was $29 million, which was comprised primarily of proceeds from AAI, the 2023 senior secured convertible notes, the sale of common shares under the ELOC Purchase Agreement and short-term debt. This compared with FY 2023 net cash provided by financing activities of continuing operations of $14 million which comprised primarily of the proceeds from sale of our preferred stock and the issuance of Common Stock under the at-the-market (“ATM”).

As of July 12, 2024, we had $215,727 in cash and cash equivalents. We believe that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements and needs to raise capital to support its operations.

To date we have financed our operations mainly through advances from AAI and issuances of the 2023 senior secured convertible notes and Common Stock and taking on short-term debt.

Our cash requirements are more than our current cash and working capital resources. Accordingly, we will require additional financing to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us to enable us to sustain our plan of operations or to repay our liabilities.

There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

If we are unable to raise the funds that we require to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us.

Our financial statements are prepared using accounting principles generally accepted in the United States (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During FY 2024, we received $17 million from AAI, $5 million from the 2023 senior secured convertible notes, $3 million from the issuance of Common Stock under the ELOC Purchase Agreement and $3 million from short-term debt. We believe that the current cash on hand is not sufficient to conduct planned operations for 12 months from the issuance of the consolidated financial statements and will need to raise capital to support operations. We expect to require substantial additional capital to develop askROI, further develop the Metaverse and open additional GuyCare clinics and launch revenue-generating operations therefrom, and no assurance can be given that we will be able to generate material revenue or raise the necessary capital. We also expect to require additional capital for RiskOn360 and GuyCare to successfully develop and expand these businesses. See “Risk Factors” included in this Report.

2023 Convertible Notes

On April 27, 2023, we entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Investors”) providing for the issuance of (i) Senior Secured Convertible Notes (individually, a “Note” and collectively, the “Notes”) with an aggregate principal face amount of $6,875,000, which Notes are convertible into shares of our Common Stock (the “Conversion Shares”); and (ii) five-year warrants to purchase an aggregate of 2,100,905 shares of Common Stock.

Pursuant to the SPA, we and certain of our subsidiaries and Arena Investors, LP, as the collateral agent on behalf of the Investors (the “Agent”) entered into a security agreement (the “Security Agreement”), pursuant to which we (i) pledged the equity interests in our subsidiaries and (ii) granted to the Investors a security interest in, among other items, all of our deposit accounts, securities accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom (the “Assets”). In addition, pursuant to the Security Agreement, the subsidiaries granted to the Investors a security interest in its Assets and, pursuant to a subsidiary guarantee, jointly and severally agreed to guarantee and act as surety for our obligation to repay the Notes and other obligations under the SPA, the Notes and Security Agreement (collectively, the “Loan Agreements”).

The Notes bear no interest (unless an event of default occurs) as they were issued with an original issuance discount of $1,375,000 and the maturity date of the Notes was April 27, 2024. As of April 27, 2024, there was outstanding principal owed on the Notes of $4 million. The Notes are currently in default and accruing interest at the rate of 18% per annum. The Notes are convertible, subject to certain beneficial ownership limitations, into Conversion Shares at a price per share equal to the lower of (i) $3.273 or (ii) the greater of (A) $0.504 and (B) 85% of the lowest volume weighted average price of our Common Stock during the ten (10) trading days prior to the date of conversion (the “Conversion Price”). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

Gain on Extinguishment of Senior Secured Convertible Notes

During the year ended March 31, 2024, $2.6 million of the 2023 senior secured convertible notes debt was converted into 5,194,581 shares of Common Stock with a fair value of $1.2 million at the time of conversion. We treated the conversion as an extinguishment of debt and recognized a $1.4 million gain on conversion which was recorded in the consolidated statement of operations, pursuant to Accounting Standards Codification (“ASC”) 470, Debt.

Critical Accounting Policies, Estimates and Assumptions

The critical accounting policies listed below are those we deem most important to our operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards.

Actual results could differ from those estimates.

Revenue Recognition

Our sources of revenues are from online gaming through Metaverse game play service, RiskOn360 global conference and training event offerings, and GuyCare clinical services. Online gaming is currently in the developing stage, and we are expecting revenues generated in the coming years, while RiskOn360 and GuyCare produced minimal revenues during the fiscal year end March 31, 2024. Both businesses for RiskOn360 and GuyCare opened in FY 2024 and therefore, no comparative revenues for FY 2023 are available.

We recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Because our revenue agreements have an expected duration of one year or less, we have elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about our remaining performance obligations.

Online Gaming Revenue

We recognize online gaming revenue at the net amount, which is the difference between online gross gaming revenue less gaming win payouts and any free bets, free play or other similar incentives to the online players. Sales of any virtual goods are recognized to the best estimate of the life of the (1) virtual goods, (2) the individual gamer (i.e., the period during which the gamer is expected to play the game), and (3) the game itself. There were minimal revenues recognized for online gaming during the year ended March 31, 2024.

RiskOn360 Revenue

RiskOn360 revenue consists of revenue from services provided to attendees of business and coaching conference events. Revenue is generated through contracts whereby a customer agrees to pay a contract price for services we provide at individual conferences we organize and hold.

We recognize revenue when the performance obligations to provide the learning event and related services are satisfied at the point in time when the services and products are received by the customer, which is when the conference is completed, and all obligations have been satisfied. Revenue generated from conferences and training events for the year ended March 31, 2024 was $239,839.

GuyCare Revenue

GuyCare’s revenue is derived from the sale of health care products and services (i.e., clinic visits, diagnosis, medicines and treatments, etc.) to its customers, who are primarily men.

We recognize revenue when we satisfy the performance obligations by performing distinct treatments and health care services to each patient and customer. For certain obligations that are performed over a series of visits, we recognize revenue over time by measuring the progress toward complete satisfaction of each obligation promised to the patient. Revenue recognized for the year ended March 31, 2024 was $28,236.

Fair Value Measurements

ASC 820, Fair Value Measurements (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:

Level 1 inputs: Quoted prices for identical instruments in active markets.

Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 inputs: Instruments with primarily unobservable value drivers.

The carrying values of our financial instruments such as cash, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments.

Derivative Financial Instruments

We do not currently use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all our financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. We generally use a Black-Scholes model, when applicable, to estimate the fair value of the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

Preferred Stock Liabilities

ASC 480-10-25-14 requires liability accounting for certain financial instruments, including shares, that embody an unconditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on one of the following three characteristics: a fixed monetary amount known at inception; variations in something other than the fair value of the issuer’s shares; or variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares.

The number of shares delivered is determined on the basis of (1) the fixed monetary amount determined as the stated value and (2) the current stock price at settlement, so that the aggregate fair value of the shares delivered equals the monetary value of the obligation, which is fixed or predominantly fixed. Accordingly, the holder is not significantly exposed to gains and losses.

Discontinued Operations

We record discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in our operations, as defined in ASC 205-20, Discontinued Operations.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Gains or losses on disposal of property and equipment are recorded in other income (expense) under continued operations. Repair and maintenance costs are expensed as incurred. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:

Intangible Assets

We acquired amortizable intangible assets as part of the BNC asset purchase consisting of trade names and developed technology, which have an original useful life of 15 years.

We review intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that we consider in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, we compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. See Note 9 for information regarding impairments recognized in the year ended March 31, 2024.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose information about the reportable segments’ significant expenses on an interim and annual basis to enable investors to develop more decision-useful financial analyses. ASU 2023-07is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. Early adoption is permitted. We elected to early adopt ASU 2023-07. See Note 21, “Segment Information” for our process in determining reportable segments and certain financial data of each segment.

We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our financial condition, results of operations, cash flows or disclosures.

Because we are a smaller reporting company, this section is not applicable.

The financial statements required by this Item 8 are included in this Report following Item 16 hereof. As a smaller reporting company, we are not required to provide supplementary financial information.

Not applicable.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2024, we have carried out an evaluation, under the supervision of, and with the participation of, our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our principal executive officer and principal financial officer, with the assistance of other members of our management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report and has determined that our disclosure controls and procedures were not effective due to the material weaknesses as described herein.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated 2013 Framework. Our management has concluded that, as of March 31, 2024, our internal control over financial reporting was not effective.

A material weakness is a control deficiency (within the meaning of the PCAOB Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following material weaknesses:

Planned Remediation

Management has taken and is taking steps to rectify these weaknesses through (i) hiring qualified accounting, financial reporting and key management personnel with public experience, (ii) engaging external advisors to assist in documenting, designing and implementing internal controls to ensure proper communication of critical information, review and approvals; and (iii) enhancing policies, procedures, and documentation for significant areas of accounting, including each area where a material weakness was identified. Management has an increased focus and commitment in its efforts to remediate the identified material weaknesses.

Additionally, in order to achieve the timely implementation of the above, management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:

The material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Despite the existence of these material weaknesses, we believe that the consolidated financial statements included in the period covered by this Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles. 

Changes in Internal Control over Financial Reporting

Except as detailed above, during the fiscal quarter ended March 31, 2024, there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Trading Plans

During the three months ended March 31, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Not applicable. 

PART III

The following table sets forth the positions and offices presently held by each of our current directors and executive officers and their ages:

Each of the directors named above will serve until the next annual meeting of our stockholders or until his or her respective successor is elected and qualified. Subject to the terms of their applicable employment agreements, our executive officers serve at the discretion of our Board.

Milton C. Ault, III. Mr. Ault has served as Executive Chairman of the Board since April 30, 2024. Between January 29, 2024 and April 30, 2024, Mr. Ault served as our Chief Executive Officer and Chairman of the Board. Mr. Ault currently holds the position of Executive Chairman of AAI, a diversified holding company listed on the NYSE American and Chairman of the Board of Ault Disruptive Technologies Corporation (“ADRT”), a Special Purpose Acquisition Company listed on the NYSE. Since January 2011, Mr. Ault has been the Vice President of Business Development at MCKEA Holdings, LLC, a family office. He has also been the Chairman of Avalanche International Corp. (“AVLP”), a publicly traded Nevada company categorized as a “voluntary filer” (not required to file periodic reports) since September 2014. Since December 2015, Mr. Ault has held the positions of Chairman and Chief Executive Officer at Ault & Company, Inc., a Delaware holding company. Mr. Ault has served as a director of Alzamend Neuro, Inc. (“ALZN”), a biotechnology firm dedicated to researching and finding treatments, prevention methods, and cures for Alzheimer’s Disease since January 2024. Mr. Ault is ALZN’s founder and served as Chairman of the Board and a director from inception in 2016 until its initial public offering in June 2021. In April 2023, Mr. Ault was appointed as the Executive Chairman of the board of directors of the Singing Machine Company, Inc. (“SMC”), a company listed on the Nasdaq Stock Market. Throughout his career, Mr. Ault has provided consulting services to both publicly traded and privately held companies, offering them the benefit of his diverse expertise, spanning from development stage to well-established businesses. With over twenty-seven years of experience, he is a seasoned business professional and entrepreneur with a track record of identifying value in various financial markets, including equities, fixed income, commodities, and real estate.

Joeseph M Spaziano. Mr. Spaziano has served as the Chief Executive Officer since April 30, 2024 and between January 29, 2024 and April 30, 2024, served as the Chief Operating Officer. Mr. Spaziano has been the Chief Information Officer and Chief Technology Officer of AAI since October 2007. Prior to the acquisition of BNC from AAI and ever since, his leadership has been pivotal in transforming our technological framework. His accomplishments include the development of a multi-use data center for Bitcoin mining, and significantly enhancing the IT infrastructure and security protocols. Mr. Spaziano has held multiple certifications from Microsoft and Google, underscoring his deep expertise in the field. Prior to his tenure at AAI, he served honorably in the United States Army and Army Reserve for nine years, a period that ingrained in him a strong sense of discipline and leadership, which has been instrumental in his professional achievements.

Henry Nisser. Mr. Nisser has served as a member of our Board since March 7, 2023, upon which date he also became our President and General Counsel. Mr. Nisser has served as a member of the board of directors of AAI since September 17, 2020 and he was appointed as its Executive Vice President and General Counsel on May 1, 2019. On January 19, 2021, Mr. Nisser resigned as Executive Vice President and was appointed as AAI’s President. Mr. Nisser has served on the board of directors of SMC since April 2023. Mr. Nisser has served as the Executive Vice President and General Counsel of AVLP since May 1, 2019. Mr. Nisser has served as the President, General Counsel and on the board of directors of ADRT since its incorporation in February 2021. Mr. Nisser has served on the board of directors of ALZN since September 1, 2020 and has served as its Executive Vice President and General Counsel since May 1, 2019. From October 31, 2011 through April, 2019, Mr. Nisser was an associate and subsequently a partner with Sichenzia Ross Ference LLP (“SRF”), a law firm based in New York City. While with SRF, his practice was concentrated in national and international corporate law, with a particular focus on U.S. securities compliance, public as well as private M&A, equity and debt financings and corporate governance. Mr. Nisser also represented clients’ special committees established to evaluate M&A transactions and advised such committees’ members with respect to their fiduciary duties. Mr. Nisser is fluent in French and Swedish as well as conversant in Italian. Mr. Nisser received his B.A. from Connecticut College in 1992, where he majored in International Relations and Economics. He received his LLB from the University of Buckingham School of Law in 1999.

Kayson C Pulsipher. Mr. Pulsipher has served as the Chief Financial Officer since January 29, 2024. Prior to his appointment as the Chief Financial Officer, Mr. Pulsipher served as our Director of Reporting and Technical Accounting since August 17, 2023, as well as our Senior Vice President of Finance since December 19, 2023. Mr. Pulsipher served as AAI’s Director of Reporting and Technical Accounting since October 10, 2022, a position from which he resigned upon being made our Chief Financial Officer. Prior to joining AAI, Mr. Pulsipher served as the interim Controller as an outside contractor from January 2022 until September 2022 for both Office Depot, a subsidiary of The ODP Corporation, a Nasdaq listed company (ODP) and Porch, also a Nasdaq listed company (PRCH). Prior thereto, he had financial leadership accounting and SEC reporting roles with increasing responsibilities at Light & Wonder a Nasdaq listed company (LNW), formerly known as Scientific Games, from March 2019 to December 2021. Mr. Pulsipher began his professional accounting career in the construction field and ultimately as that company’s controller before entering the public accounting profession in 2013 at RSM, formerly known as McGladrey & Pullen, LLP and held several positions at Deloitte & Touche, LLP where he was eventually promoted to Audit Manager. Mr. Pulsipher’s industry experience is vast, with extensive experience in fast-growth environments, building teams and having been engaged with multiple types of financing transactions, including IPOs, convertible debt, term loans, acquisitions and lines of credit. Mr. Pulsipher holds a Master of Science degree in Accounting and has been a licensed Certified Public Accountant since 2015 and has an active license in the state of Nevada.

Douglas Gintz. Mr. Gintz has served as the Chief Technology Officer since January 29, 2024. Mr. Gintz been the Chief Technology Officer of TurnOnGreen, Inc. (“TOG”), since September of 2022 and served as the Chief Technology Officer for one of its subsidiaries between February 2021 and September 2022. He joined TOG’s board of directors in September 2022. Mr. Gintz’s is responsible for driving strategic software initiatives and delivering key technologies essential to the market penetration of our EV charging solutions business. Mr. Gintz also currently serves as the Chief Technology Officer and Director of Global Technology Implementation at AAI since February 2021. Mr. Gintz’s previous leadership roles include Chief Executive Officer of Pacific Coders, LLC from August 2002 to January 2022, and Chief Technology Officer of Endocanna Health, Inc. from January 2019 to January 2021. Mr. Gintz served at Targeted Medical Pharma, Inc., a publicly traded microcap, as Chief Marketing Officer and Technology Officer, from January 2018 to December 2019, and Chief Technology Officer and Chief Information Officer from January 2012 to May 2016. Mr. Gintz has over 30 years of hands-on experience bringing products to market. Specializing in emerging technologies, Mr. Gintz has developed manufacturing compliance systems, DNA reporting engines, medical billing software, e-commerce applications, and retail software for companies ranging from startups to multinational corporations.

Robert O. Smith. Mr. Smith is currently a C-level executive consultant working with Bay Area high-tech firms on various strategic initiatives in all aspects of their business. Mr. Smith currently serves on the board of directors of AAI, ADRT since its incorporation in February 2021, and Gresham Worldwide, Inc., an OTCQB quoted company that provides purpose-built electronic technology solutions for defense and other mission critical applications. From 2004 to 2007, he served on the board of directors of Castelle Corporation. From 1990 to 2002, he was AAI’s President, Chief Executive Officer and Chairman of its board of directors. From 1980 to 1990, he held several management positions with Computer Products, Inc., the most recent being President of their Compower/Boschert Division. From 1970 to 1980, he held managerial accounting positions with Ametek/Lamb Electric and with the JM Smucker Company. Mr. Smith received his BBA degree in Accounting from Ohio University.

Gary M. Metzger. Mr. Metzger has served on the Board since March 24, 2016 and served on the board of directors of Ecoark, Inc. from 2013 until its reverse merger with Magnolia Solar Corporation in March 2016. Mr. Metzger has 40 years of product development, strategic planning, management, business development and operational expertise. He served as an executive at Amco International, Inc. and Amco Plastics Materials, Inc. (“Amco”), where in 1986 he was named President and served in such role for 24 years until Amco was sold to global resin distribution company, Ravago Americas, in December 2011, where he remains a product developer and product manager. Mr. Metzger was also a co-owner of Amco. In addition to his leadership functions, Mr. Metzger spearheaded research and development for recycled polymers, new alloy and bio-based polymer development, and introduced fragrance into polymer applications. He also developed encrypted item level bar code identification technology, anti-counterfeiting technologies and antimicrobial technologies.

Emily L. Pataki. Ms. Pataki has been serving on the Board since November 12, 2021. Since 2016, Ms. Pataki has been self-employed as a consultant assisting clients with aerospace, defense and corporate strategy. Since 2014, she has also served on the board of directors and in various officer roles at Pedernales Electric Cooperative, an energy utility cooperative in Texas, and on the board of directors of Atec, Inc. an aerospace firm also located in Texas.

Steve J. Smith. Mr. Smith has been serving on the Board since January 29, 2024. Mr. Smith is a seasoned business leader recognized for pioneering computer numerical control (“CNC”) programming, co-founding and scaling multiple companies, and steering operational and financial excellence, having operated in this space for more than 35 years. Mr. Smith’s leadership has been instrumental in driving growth, optimizing operations, and ensuring the delivery of high-quality, competitively priced products. From 1994 to the present, Mr. Smith has acted as a CNC consultant for a number of entities, including JBL Speakers, Pioneer Electronics, Steelcase Manufacturing, Olhausen Billiards, World of Leisure Pool Tables, Rickenbacker Guitars and Fender Musical Instruments, Inc. Mr. Smith has served on the board of directors of ADRT since June 2024. Mr. Smith received his Bachelor of Science in Business Administration from Point Loma Nazarene University in 1977.

Family Relationships

There are no family relationships among any of the directors or executive officers.

Corporate Governance

Director Independence

Our Board, in the exercise of its reasonable business judgment, has determined that each of our four non-employee directors qualifies as an independent director pursuant to Rule 5605(a)(2) of Nasdaq Listing Rules and applicable SEC rules and regulations.

Our Board has also determined that Mr. Gary Metzger, Mr. Steve Smith, Mr. Robert O. Smith and Ms. Emily L. Pataki meet the independence requirements under Rule 5605(c)(2) of the Nasdaq Listing Rules and the heightened independence requirements for Audit Committee members under Rule 10A-3 of the Securities Exchange Act of 1934. Also, our Board has determined that Messrs. Metzger, Steve Smith, Robert O. Smith and Ms. Pataki are independent under Rule 5605(a) of the Nasdaq Listing Rules independence standards for Compensation Committee members.

Board Committees and Charters

The Board and its committees meet and act by written consent from time to time as appropriate. The Board has formed the following standing committees: (i) the Audit Committee, (ii) the Compensation Committee, and (iii) the Corporate Governance & Nominating Committee (the “Nominating Committee”). These Committees regularly report on their activities and actions to the Board.

Each of our Audit, Compensation, and Nominating Committees has a written charter. Each of these committee charters is available through the “Investor Relations” section on our website, which can be found at www.riskonint.com. The information on, or that can be accessed through, our website is not incorporated into this Report.

Audit Committee

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews our financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. The Audit Committee also has responsibility for approving related party transactions.

Audit Committee Financial Expert

Our Board has determined that Mr. Robert O. Smith is qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

Nominating Committee

The responsibilities of the Nominating Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The Nominating Committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.

Compensation Committee

The function of the Compensation Committee is to determine the compensation of our executive officers and other compensation matters, including the periodic review of our compensation strategy in consultation with the chief executive officer and its effect on the achievement of our goals. Additionally, the Compensation Committee is responsible for administering our executive and equity compensation plans, subject to the Board’s authority to also appoint other committees to administer awards made to non-executive officers.

Code of Ethics

We have adopted a Code of Ethics as defined in Item 406 of Regulation S-K, which code applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. All directors, officers, and other employees are expected to be familiar with the Code of Ethics and to adhere to the principles and procedures set forth therein. The Code of Ethics forms the foundation of a comprehensive program that requires compliance with all corporate policies and procedures and seeks to foster an open relationship among colleagues that contributes to good business conduct and an abiding belief in the integrity of our employees. Our policies and procedures cover all areas of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.

Directors, officers, and other employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The full text of the Code of Ethics is available on our website at https://www.riskonint.com/investor-relations/. We intend to satisfy the disclosure requirements of Form 8-K regarding any amendment to, or a waiver from, any provision of our Code of Ethics by posting such amendment or waiver on our website.

Hedging

Under our Insider Trading Policy, all officers, directors and employees are prohibited from engaging in hedging transactions.

Involvement in Certain Legal Proceedings

Except as set forth below, to the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee:

* Please see the press release issued by AAI on August 15, 2023.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers during the fiscal years ended March 31, 2024 and 2023. Because we are a smaller reporting company, we only have to report information of our principal executive officer and our two other most highly compensated executive officers.

Employment Agreements

Kayson C. Pulsipher

Mr. Pulsipher entered into a three-year employment agreement with ROI which expires in January 2027. He receives an annual base salary of $250,000. Under his Employment Agreement, Mr. Pulsipher also receives an annual bonus of $50,000 and is eligible to receive an annual bonus of up to 300% of his annual base salary based on performance criteria established by the Board.

Pursuant to Mr. Pulsipher’s Employment Agreement, in the event of termination by us without “cause,” or resignation for “good reason,” Mr. Pulsipher is entitled to receive an amount of base salary for six months and a prorated Bonus amount equal to the estimated Annual Bonus generated during the fraction of the year that the Executive was employed as of the termination date.

Generally, “cause” is defined as; (i) the willful and continued failure of the Executive to perform substantially all his duties and responsibilities for us; (ii) the conviction of, or plea of guilty or nolo contendere to, a felony; (iii) fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to us.

Generally, “good reason” is defined as; (i) the assignment, without the Executive’s consent, to the Executive of duties that are significantly different from the current duties assumed on the effective date of the employment agreement; (ii) the assignment, without the Executive’s consent, to the Executive of a title that is different from and subordinate to the title Chief Financial Officer of our company and/or functionally equivalent to a subordinate role at our company; (iii) a material breach of the terms of the employment agreement by us.

Outstanding Equity Awards at Fiscal Year End

The following table presents information concerning equity awards held by our named executive officers as of March 31, 2024: