What the changes say
- Pivoted from biotech to AI technology following the RPM acquisition in December 2025.
- Incurred net losses of $17.5 million for 2025 with an accumulated deficit of $105.9 million.
- Terminated a proposed merger with YOOV Group Holding Limited.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business and Operations
We have a limited operating history in our current business segments, which makes it difficult to evaluate our business and future prospects
Following our December 2025 acquisition of RPM, we have pivoted to an AI company with limited operating history, making future growth difficult to evaluate.
- NewRisks Relating to Our Business and Operations
We have a history of net losses and an accumulated deficit, which raises substantial doubt about our ability to continue as a going concern
We incurred net losses of approximately $17.5 million in 2025 and $7.0 million in 2024, resulting in an accumulated deficit of $105.9 million and a going concern warning.
- NewRisks Relating to Our Business and Operations
We have not generated sustainable revenue since inception, and we may not be able to generate sufficient revenue to achieve or maintain profitability
Our Keto Air product has generated minimal revenue, and we anticipate taking about a year to generate meaningful revenue from our RPM platform.
- NewRisks Relating to Our Business and Operations
We may not be successful in commercializing our AI platform or our Keto Air product, either of which would materially harm our business
Market acceptance of our AI vodcasting and podcasting offerings and Keto Air product is uncertain, and evolving regulations could delay our products.
- NewRisks Relating to Our Business and Operations
Our RPM platform is in an early stage of development and is based on new and evolving AI technologies, which are subject to significant uncertainty
Our Catch-Up Vodcast and Podcast Platform is currently in beta testing with Phase 2 expected to launch in Q3 of 2026.
- NewRisks Relating to Our Business and Operations
We face intense competition in both of our business segments, and many of our competitors have substantially greater resources than we do
We face intense competition in generative AI vodcasting and consumer health technology from competitors with substantially greater resources.
- NewRisks Relating to Our Business and Operations
Our business is subject to rapid technological change, and if we fail to adapt, our business may be negatively impacted
The generative AI industry evolves rapidly, and our business may suffer if we fail to adapt to emerging technologies and business models.
- NewRisks Relating to Our Business and Operations
We may encounter difficulties associated with early-stage companies that could adversely affect our operations
As an early-stage company, we face numerous operational difficulties including executing growth strategies and retaining qualified personnel.
- NewRisks Relating to Our Business and Operations
Our success depends on the continued services of our key personnel, the loss of whom could materially harm our business
Our success depends on key executives including Wenzhao Lu, Meng Li, Luisa Ingargiola, and Michael Mathews, as well as losing former CEO David Jin's Keto Air relationships.
- NewRisks Relating to Our Business and Operations
Our strategy of continuing to evaluate additional possible acquisitions to supplement our operations involves significant risks, and we may not be able to identify, complete, or successfully integrate any such acquisitions
We are actively evaluating complementary AI acquisitions and previously terminated a proposed merger with YOOV Group Holding Limited.
- NewRisks Relating to Our Business and Operations
We depend on third parties for supplies and services critical to our Keto Air business, and any disruption could adversely affect our operations
We rely on a single Hong Kong-based technology group for our Keto Air device under an exclusive distribution agreement, exposing us to supply disruptions.
- NewRisks Relating to Our Business and Operations
The termination of our proposed merger with YOOV Group Holding Limited may continue to adversely affect our business, financial condition, and stock price
Terminating the proposed merger with YOOV Group Holding Limited may adversely affect our stock price, business, and reputation, and subjects us to a three-year non-disparagement covenant.
- NewRisks Relating to Artificial Intelligence and Technology
The use of AI in our platform may give rise to legal liability, reputational harm, and regulatory scrutiny
- NewRisks Relating to Artificial Intelligence and Technology
Our RPM platform's AI avatar feature, which replicates individual voices and likenesses, exposes us to significant legal risks under right of publicity, biometric privacy, and related laws
- NewRisks Relating to Artificial Intelligence and Technology
The content generated by our platform may infringe the intellectual property rights of third parties, which could expose us to significant liability
- NewRisks Relating to Artificial Intelligence and Technology
Laws and regulations governing artificial intelligence are rapidly evolving, and compliance may be costly and uncertain
- NewRisks Relating to Artificial Intelligence and Technology
Our platform's content may be restricted or removed by major social media and content distribution platforms, which could significantly impair the utility and commercial appeal of our product
- NewRisks Relating to Artificial Intelligence and Technology
Our business depends on the reliable performance of third-party cloud and infrastructure providers, and any disruption to these services could adversely affect our operations
- NewRisks Relating to Artificial Intelligence and Technology
Cybersecurity breaches or incidents could damage our reputation and adversely affect our business
- NewRisks Relating to Artificial Intelligence and Technology
We are subject to data privacy and security laws that impose significant compliance obligations, and any failure to comply could result in material liability
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
We will need to raise additional capital to fund our operations and growth, and we may not be able to do so on acceptable terms, or at all
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
We have outstanding indebtedness that could adversely affect our financial condition and liquidity
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
Future issuances of our securities, including upon conversion of our outstanding preferred stock, will dilute the ownership interests of our existing stockholders and may depress the trading price of our common stock
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
Our Series E Non-Voting Convertible Preferred Stock is subject to an Exchange Cap and requires stockholder approval under Nasdaq Listing Rule 5635 prior to conversion, and there can be no assurance that we will obtain such approval
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
We must maintain compliance with Nasdaq continued listing standards, and there can be no assurance that we will be able to do so
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
Significant related party transactions, including the sale of our Route 9 property to a director, create conflicts of interest and could adversely affect stockholder confidence in our corporate governance
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
Our officers, directors, and significant stockholders collectively hold a significant percentage of our outstanding common stock, which may limit the ability of other stockholders to influence corporate decisions
- NewRisks Relating to Our Capital Structure and Nasdaq Listing
Provisions in our charter documents and Delaware law may have anti-takeover effects that could prevent a change of control that stockholders may consider favorable
- NewRisks Relating to General Economic and Market Conditions
Adverse economic conditions could reduce demand for our products and services and harm our business
- NewRisks Relating to General Economic and Market Conditions
Geopolitical developments and trade restrictions, including those affecting our supply chain for the Keto Air device, could adversely affect our operations
- NewRisks Relating to General Economic and Market Conditions
Changes in government spending priorities and regulatory policy could affect our business in ways we cannot predict
Dropped
- DroppedRisks Related to the Potential Merger with YOOV
Failure to complete the Merger could negatively impact the stock price and our future business and financial results
Failure to complete the merger.
- DroppedRisks Related to the Potential Merger with YOOV
We and YOOV will be subject to business uncertainties and contractual restrictions while the Merger is pending
Business uncertainties and contractual restrictions while the merger is pending.
- DroppedRisks Related to the Potential Merger with YOOV
Third parties may terminate or alter existing contracts or relationships with us or YOOV
Third party termination or alteration of existing contracts due to the merger.
- DroppedRisks Related to the Potential Merger with YOOV
The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the Merger will not be completed
Closing conditions not being satisfied for the merger.
- DroppedRisks Related to the Potential Merger with YOOV
We or YOOV may waive one or more of the closing conditions to the Merger without re-soliciting stockholder approval
Waiving closing conditions without re-soliciting stockholder approval.
- DroppedRisks Related to the Potential Merger with YOOV
Our stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management
Reduced ownership and voting interest for stockholders after the merger.
- DroppedRisks Related to the Potential Merger with YOOV
The Merger Agreement limits our ability to pursue alternatives to the Merger
Merger agreement limits on pursuing alternatives.
- DroppedRisks Related to the Potential Merger with YOOV
Our executive officers and directors may have interests in the Merger that are different from, or in addition to, the rights of their respective stockholders
Executive officers and directors having different interests in the merger.
- DroppedRisks Related to the Potential Merger with YOOV
We, YOOV and, subsequently, the combined company may have difficulty attracting, motivating and retaining executives and other key employees in light of the proposed Merger
Difficulty attracting and retaining employees due to the proposed merger.
- DroppedRisks Related to the Potential Merger with YOOV
We will incur significant transaction and Merger-related transition costs in connection with the Merger
Incurring significant transaction and merger-related costs.
- DroppedRisks Related to the Potential Merger with YOOV
We may be the target of securities class action and stockholder lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed
Potential securities class action and stockholder lawsuits regarding the merger.
- DroppedGeneral Operating and Business Risks
Our limited revenue makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance
Limited revenue making future prospects difficult to evaluate.
- DroppedGeneral Operating and Business Risks
Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward
- DroppedGeneral Operating and Business Risks
There is substantial doubt about our ability to continue as a going concern, which will affect our ability to obtain future financing and may require us to curtail our operations
- DroppedGeneral Operating and Business Risks
Our cash will only fund our operations for a limited time and we will need to raise additional capital in order to support our development
- DroppedGeneral Operating and Business Risks
If we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership will be reduced and these stockholders may experience substantial dilution
- DroppedGeneral Operating and Business Risks
We have significant outstanding debt obligations and servicing these debt obligations will require a significant amount of capital, and our business may not be able to pay our substantial debt
- DroppedGeneral Operating and Business Risks
Our business and operations may be further impacted by epidemics, outbreaks and other public health events
- DroppedGeneral Operating and Business Risks
We depend upon key personnel and need additional personnel
- DroppedGeneral Operating and Business Risks
Joint ventures, joint ownership arrangements and other projects pose unique challenges and we may not be able to fully implement or realize synergies, expected returns or other anticipated benefits associated with such projects
- DroppedGeneral Operating and Business Risks
We must effectively manage the growth of our operations, or our company will suffer
- DroppedGeneral Operating and Business Risks
Our revenue and results of operations may suffer if we are unable to attract new tenants
- DroppedGeneral Operating and Business Risks
Potential liability claims may adversely affect our business
- DroppedGeneral Operating and Business Risks
In accordance with our strategic development policy, we may invest in companies for strategic reasons and may not realize a return on our investments
- DroppedGeneral Operating and Business Risks
Our strategic transactions involve risks, and we may not realize the expected benefits because of numerous uncertainties and risks
- DroppedGeneral Operating and Business Risks
We face intense competition which could cause us to lose market share
- DroppedGeneral Operating and Business Risks
If we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose intellectual property rights that are important to our business
- DroppedGeneral Operating and Business Risks
We may face uncertainty and difficulty in obtaining and enforcing our patents and other proprietary rights
- DroppedGeneral Operating and Business Risks
Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time
- DroppedGeneral Operating and Business Risks
Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and any patent protection we may obtain in the future could be reduced or eliminated for non-compliance with these requirements
- DroppedGeneral Operating and Business Risks
It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If we fail to protect or enforce our intellectual property rights adequately or secure rights to patents of others, the value of our intellectual property rights would diminish
- DroppedGeneral Operating and Business Risks
We may be subject to claims challenging the inventorship of patents and other intellectual property
- DroppedGeneral Operating and Business Risks
If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer
- DroppedGeneral Operating and Business Risks
We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and we may be unable to protect our rights to, or use of, our technology
- DroppedGeneral Operating and Business Risks
Breaches or compromises of our information security systems or our information technology systems or infrastructure could result in exposure of private information, disruption of our business and damage to our reputation, which could harm our business, results of operation and financial condition
- DroppedGeneral Operating and Business Risks
We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act or Chinese anti-corruption law could have a material adverse effect on our business
- DroppedGeneral Operating and Business Risks
Changes or disruption in services supplies, or transportation provided by third parties have impacted and could continue to impact or adversely affect our business
- DroppedGeneral Operating and Business Risks
Some of our medical device products in the future may face significant government regulation, and there is no guarantee that our medical devices will receive regulatory approval
- DroppedGeneral Operating and Business Risks
Even if our medical devices receive regulatory approval, we may still face future development and regulatory difficulties
- DroppedGeneral Operating and Business Risks
If we or current or future collaborators, manufacturers, or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions and substantial penalties, which could affect our ability to develop, market and sell our products and may harm our reputation
- DroppedGeneral Operating and Business Risks
Any medical devices we develop may become subject to unfavorable pricing regulations, third party coverage and reimbursement practices or healthcare reform initiatives, thereby harming our business
- DroppedGeneral Operating and Business Risks
The healthcare industry is heavily regulated in the U.S. at the federal, state, and local levels, and our failure to comply with applicable requirements may subject us to penalties and negatively affect our financial condition
- DroppedGeneral Operating and Business Risks
Our ability to obtain reimbursement or funding from the federal government may be impacted by possible reductions in federal spending
- DroppedRisks Related to Our Securities
Our officers, directors and principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval
- DroppedRisks Related to Our Securities
If we are unable to maintain listing of our securities on The Nasdaq Capital Market or another reputable stock exchange, it may be more difficult for our stockholders to sell their securities
- DroppedRisks Related to Our Securities
If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the price of our common stock could decline. The perception in the market that these sales may occur could also cause the price of our common stock to decline
- DroppedRisks Related to Our Securities
You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock
- DroppedRisks Related to Our Securities
The ability of our Board to issue additional stock may prevent or make more difficult certain transactions, including a sale or merger
- DroppedRisks Related to Our Securities
If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline
- DroppedRisks Related to Our Securities
We have never declared or paid cash dividends on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future
- DroppedRisks Related to Our Securities
If we cannot satisfy the continued listing requirements and other rules of The Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them
- DroppedRisks Related to Our Securities
If our common stock is delisted from trading by the applicable trading market we could face significant consequences, including
- DroppedRisks Related to Our Securities
We could be subject to securities class action litigation
Reworded
- 98% rewrittenRisks Relating to Artificial Intelligence and Technology
We may not be able to protect our intellectual property rights, which could impair our competitive position
Added specific mention of three filed provisional patent applications for the RPM platform and risks from the Leahy-Smith America Invents Act.
Was: We may not be able to protect our intellectual property rights throughout the world
- 90% rewrittenRisks Relating to Our Capital Structure and Nasdaq Listing
Our common stock price has been and may continue to be highly volatile, and stockholders could suffer substantial losses
Updated to reflect technology industry volatility, dropping ticker symbol ALBT and adding factors like quarterly results, platform announcements, and AI developments.
Was: The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for our stockholders
All 34 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Operations
- 01We have a limited operating history in our current business segments, which makes it difficult to evaluate our business and future prospectsNew
- 02We have a history of net losses and an accumulated deficit, which raises substantial doubt about our ability to continue as a going concernNew
- 03We have not generated sustainable revenue since inception, and we may not be able to generate sufficient revenue to achieve or maintain profitabilityNew
- 04We may not be successful in commercializing our AI platform or our Keto Air product, either of which would materially harm our businessNew
- 05Our RPM platform is in an early stage of development and is based on new and evolving AI technologies, which are subject to significant uncertaintyNew
- 06We face intense competition in both of our business segments, and many of our competitors have substantially greater resources than we doNew
- 07Our business is subject to rapid technological change, and if we fail to adapt, our business may be negatively impactedNew
- 08We may encounter difficulties associated with early-stage companies that could adversely affect our operationsNew
- 09Our success depends on the continued services of our key personnel, the loss of whom could materially harm our businessNew
- 10Our strategy of continuing to evaluate additional possible acquisitions to supplement our operations involves significant risks, and we may not be able to identify, complete, or successfully integrate any such acquisitionsNew
- 11We depend on third parties for supplies and services critical to our Keto Air business, and any disruption could adversely affect our operationsNew
- 12The termination of our proposed merger with YOOV Group Holding Limited may continue to adversely affect our business, financial condition, and stock priceNew
Risks Relating to Artificial Intelligence and Technology
- 13The use of AI in our platform may give rise to legal liability, reputational harm, and regulatory scrutinyNew
- 14Our RPM platform's AI avatar feature, which replicates individual voices and likenesses, exposes us to significant legal risks under right of publicity, biometric privacy, and related lawsNew
- 15The content generated by our platform may infringe the intellectual property rights of third parties, which could expose us to significant liabilityNew
- 16We may not be able to protect our intellectual property rights, which could impair our competitive position98% rewritten
- 17Laws and regulations governing artificial intelligence are rapidly evolving, and compliance may be costly and uncertainNew
- 18Our platform's content may be restricted or removed by major social media and content distribution platforms, which could significantly impair the utility and commercial appeal of our productNew
- 19Our business depends on the reliable performance of third-party cloud and infrastructure providers, and any disruption to these services could adversely affect our operationsNew
- 20Cybersecurity breaches or incidents could damage our reputation and adversely affect our businessNew
- 21We are subject to data privacy and security laws that impose significant compliance obligations, and any failure to comply could result in material liabilityNew
Risks Relating to Our Capital Structure and Nasdaq Listing
- 22We will need to raise additional capital to fund our operations and growth, and we may not be able to do so on acceptable terms, or at allNew
- 23We have outstanding indebtedness that could adversely affect our financial condition and liquidityNew
- 24Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fallNew
- 25Future issuances of our securities, including upon conversion of our outstanding preferred stock, will dilute the ownership interests of our existing stockholders and may depress the trading price of our common stockNew
- 26Our Series E Non-Voting Convertible Preferred Stock is subject to an Exchange Cap and requires stockholder approval under Nasdaq Listing Rule 5635 prior to conversion, and there can be no assurance that we will obtain such approvalNew
- 27We must maintain compliance with Nasdaq continued listing standards, and there can be no assurance that we will be able to do soNew
- 28Significant related party transactions, including the sale of our Route 9 property to a director, create conflicts of interest and could adversely affect stockholder confidence in our corporate governanceNew
- 29Our officers, directors, and significant stockholders collectively hold a significant percentage of our outstanding common stock, which may limit the ability of other stockholders to influence corporate decisionsNew
- 30Provisions in our charter documents and Delaware law may have anti-takeover effects that could prevent a change of control that stockholders may consider favorableNew
- 31Our common stock price has been and may continue to be highly volatile, and stockholders could suffer substantial losses90% rewritten
Risks Relating to General Economic and Market Conditions
- 32Adverse economic conditions could reduce demand for our products and services and harm our businessNew
- 33Geopolitical developments and trade restrictions, including those affecting our supply chain for the Keto Air device, could adversely affect our operationsNew
- 34Changes in government spending priorities and regulatory policy could affect our business in ways we cannot predictNew
Other Change Agents 10-Ks
- FY2024 10-K risk factors55 risks
Change Agents faces significant going concern doubts after incurring a 2024 net loss of $7.9 million and an accumulated deficit of $87.7 million. The pending merger with YOOV dominates risks, creating uncertainty, potential shareholder dilution to under 3%, and significant transaction costs. Operations depend heavily on real estate rental revenue in New Jersey and key personnel including Wenzhao Lu and David Jin.
Filed Mar 31, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.