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The securities held in the account of 121G, LLC (“121G”) may be deemed to be beneficially owned by Wyche “Tee” Green, III, the managing member of 121G. Mr. Green serves as Executive Chairman of the Company and is a member of the Board. Other operating expenses primarily consists of severance related expenses. The securities held in the account of The Ferayorni Family Trust may be deemed to be beneficially owned by Justin J. Ferayorni as co-trustee of The Ferayorni Family Trust. Mr. Ferayorni is a member of the Board. Mr. Phillips is a member of the Board. On March 27, 2024, the Company issued the shares of its common stock owed as part of the acquisition earnout liability related to the acquisition of Avelead Consulting, LLC (“Avelead”). The remaining obligation related to the acquisition earnout liability is to be settled in cash (refer to Note 3 – Business Combinations for more information). At that time, the acquisition earnout liability no longer qualified as a Level 3 fair value calculation and was transferred out. As of that date, the Company recorded a valuation adjustment of $159,000 using the value of the shares issued adjusted for a discount for lack of marketability. See the table below for the roll-forward of values including the amount transitioned out of Level 3. Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of January 31, 2025 and 2024, there were 213,273 and 131,350 unvested restricted shares of common stock, respectively. Diluted net loss per share excludes the effect of shares that are anti-dilutive. As of January 31, 2025, there were 3,630 outstanding stock options and 213,273 unvested restricted shares of common stock. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 31, ~~2024~~2025

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

For the transition period from ___________to___________

Commission File Number: 000-28132

STREAMLINE HEALTH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	31-1455414
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2400 Old Milton Pkwy., Box 1353

Alpharetta, GA 30009

(Address of principal executive offices) (Zip Code)

(888) 997-8732

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value per share		STRM		Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None

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 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 12 months (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 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. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

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 ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, computed using the closing price as reported by The NASDAQ Stock Market, Inc. for the Registrant’s Common Stock on July 31, ~~2023~~2024, the last business day of the Registrant’s most recently completed second fiscal quarter, was $5723,~~165~~470,~~443~~199.

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value per share, as of April 2628, ~~2024~~2025 was 654,~~362~~331,~~533~~315.

Documents incorporated by reference:

Information required by Part III is incorporated by reference from the Registrant’s Proxy Statement for its 2025 ~~2024~~ annual meeting of stockholders or an amendment to this Annual Report on Form 10-K, which will be filed with the Securities and Exchange Commission within 120 days after the end of its fiscal year ended January 31, ~~2024~~2025.

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Annual Report on Form 10-K (the “Report”) and in other materials we file with the Securities and Exchange Commission (“SEC”) or otherwise make public. These statements about future events and expectations are “forward-looking” within the meaning of Sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this Report, both Part I, Item 1, “Business,” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contain forward-looking statements. In addition, our senior management makes forward-looking statements to analysts, investors, the media, and others. Statements with respect to expected revenue, income, receivables, backlog, client attrition, acquisitions and other growth opportunities, sources of funding operations and acquisitions, the integration of our solutions, the performance of our channel partner relationships, the sufficiency of available liquidity, research and development, and other statements of our plans, beliefs or expectations are forward-looking statements. These and other statements using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions also are forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. The forward-looking statements we make are not guarantees of future performance, and we have based these statements on our assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or historical earnings levels.

Among the factors that could cause actual future results to differ materially from our expectations are the risks and uncertainties described in Part I, Item 1A, “Risk Factors” herein, and the other cautionary statements in other documents we file with the SEC, including the following:

● competitive products and pricing; ● product demand and market acceptance; ● entry into new markets; ● the possibility that any of the anticipated benefits of the acquisition of Avelead Consulting, LLC (“Avelead”) will not be realized or will not be realized within the expected time period, the businesses of the Company and the Avelead segment may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, customers may terminate and/or decrease the use of our products and services, or revenues following the Avelead acquisition may be lower than expected; ● new product and services development and commercialization; ● key strategic alliances with vendors and channel partners that resell our products; ● uncertainty in continued relationships with clients due to termination rights; ● our ability to control costs; ● availability, quality and security of products produced and services provided by third-party vendors; ● the healthcare regulatory environment; ● potential changes in legislation, regulation and government funding affecting the healthcare industry;

● healthcare information systems budgets; ● availability of healthcare information systems trained personnel for implementation of new systems, as well as maintenance of legacy systems; ● the success of our relationships with channel partners; ● fluctuations in operating results; ● our future cash needs; ● the consummation of resources in researching acquisitions, business opportunities or financings and capital market transactions; ● the failure to adequately integrate past and future acquisitions into our business; ● critical accounting policies and judgments; ● changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other standard-setting organizations; ● changes in economic, business and market conditions impacting the healthcare industry and the markets in which we operate; ● our ability to maintain compliance with the terms of our credit facilities; ~~and~~ ● the extent to which health epidemics and other outbreaks of communicable diseases could disrupt our operations and/or materiality and adversely affect our business and financial conditions; and ● our ability to maintain compliance with the continued listing standards of the Nasdaq Capital Market (“Nasdaq”).

Most of these factors are beyond our ability to predict or control. Any of these factors, or a combination of these factors, could materially affect our future financial condition or results of operations and the ultimate accuracy of our forward-looking statements. There also are other factors that we may not describe (generally because we currently do not perceive them to be material) that could cause actual results to differ materially from our expectations.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

PART I

Item 1. Business

Company Overview

Incorporated in 1989, Streamline Health Solutions, Inc. is a provider of solutions and services in the middle of the revenue cycle for healthcare providers throughout the United States and Canada. Streamline Health’s technology helps hospitals improve their financial performance by optimizing data and coding for every patient encounter prior to bill submission. By performing these activities before billing, providers can drive net revenue through reduced revenue leakage, overbilling, and days in accounts receivable. This enables providers to achieve more predictable revenue streams using technology rather than manual intervention.

The Company provides software solutions, professional consulting, and auditing services, which capture, aggregate, and translate structured and unstructured data to deliver intelligently organized, easily-accessible predictive insights to its clients. Hospitals and certain hospital-owned-and operated physician groups use the knowledge generated by Streamline Health to help them improve their financial performance.

The Company’s software solutions are delivered to clients either by access to the Company’s hosted web applications in the cloud through a secure connection, commonly referred to as a software as a service (“SaaS”) delivery method, or by a fixed-term or perpetual license, where such software is installed locally in the client’s data center.

The Company operates exclusively in one segment as a provider of health information technology solutions and associated services that improve healthcare processes and information flows within a healthcare facility. The Company sells its solutions and services in North America to hospitals and health systems through its direct sales force and its reseller partnerships.

Unless the context requires otherwise, references to “Streamline Health,” the “Company,” “we,” “us” and “our” in this Report are intended to mean Streamline Health Solutions, Inc. and its wholly-owned subsidiaries. All references to a fiscal year refer to the fiscal year commencing February 1 in that calendar year and ending on January 31 of the following calendar year.

Solutions

The Company offers solutions and services to assist its clients in revenue cycle management including its two flagship technologies RevIDTM and eValuatorTM. RevID offers automated, daily reconciliation of clinical event activity to patient billing charge items prior to billing. eValuator provides 100% automated coding analysis prior to billing. In addition, the Company offers an array of professional services, including system implementation. The Company’s solutions and services are designed to improve the flow of critical revenue cycle information throughout the enterprise. The solutions and services help to transform the structure of information between disparate information technology systems into actionable data, giving the end user comprehensive access to clinical and business intelligence to enhance billing accuracy and decision-making. Solutions can be accessed securely through SaaS or delivered either by a perpetual license or by a fixed-term license installed locally.

RevID Automated Revenue Reconciliation – RevID is a cloud-based SaaS solution that delivers automated, daily charge reconciliation. RevID identifies discrepancies between a provider’s clinical and billing departments and ensures that every medical service is tracked, accounted for, and ultimately accurately billed, thereby reducing revenue leakage. RevID functions on a pre-bill basis, allowing providers to catch mistakes and discrepancies prior to billing.

eValuator Coding Analysis Platform – This technology is a cloud-based SaaS solution that delivers the capability of fully automated analysis on 100% of billing codes entered by a healthcare provider’s coding team. This is done on a pre-bill basis, enabling providers to identify and address their highest-impact cases prior to billing. Rule sets are enabled for inpatient, outpatient and pro-fee cases. With eValuator, providers can add an audit function on a pre-bill basis to all cases, allowing the provider to better optimize reimbursements and mitigate risk on its billing practices.

Data Comparison Engine (“DCE” or “Compare”) – Compare has been sunset by the Company. Compare is a cloud-based SaaS system synchronization module that reconciles data in different software used by hospitals within their operations. Compare operates continuously and automates the reconciliation of these systems to identify discrepancies or errors occurring between systems. Additionally, the Compare module can be utilized as a maintenance check when a hospital adds additional disparate software systems or converts to a new software system.

Coding & CDI Solutions – CDI provides an integrated on-premise or cloud-based software suite that enhances the productivity of CDI and Coding staff and enables the seamless sharing of patient data. This suite of solutions includes workflows such as CDI, Abstracting and Physician Query.

Financial Management Solutions (FMBA) – FMBA has been sunset by the Company. FMBA solutions enable financial staff across the healthcare enterprise to drill down quickly into actionable and real-time financial data and key performance indicators to improve revenue realization. This suite of solutions includes individual workflows such as accounts receivable management, denials management, claims processing, spend management and audit management.

Professional Services

Audit and Coding Services — The Company provides technology-enabled ~~audit~~Audit and ~~coding~~Coding services to help clients review and optimize their internal clinical documentation and coding functions across the applicable segment of the client’s enterprise. The Company offers its ~~Audit~~audit and ~~Coding~~coding services to primarily support eValuator clients by expanding audit capacity to drive net revenue retention rates. The Company provides these services using experienced coders and auditors through use of its eValuator proprietary software to improve the targeting of records with the highest likelihood of requiring an audit. The audit services are provided for inpatient diagnostic-related group (DRG) code auditing, outpatient ambulatory payment classification (APC) auditing, hierarchical condition categories (HCC) auditing and Physician/Pro-Fee services coding and auditing.

Software Services – Software services relates to implementation of our core software modules, including data collection, configuration of the software based on the clients’ needs, training and support. Support services include non-specified upgrades to the software.

Professional Services – The Company’s professional services are typically associated with hospital revenue cycle assistance and include troubleshooting, staff augmentation and “ad hoc” services. Services may include, but are not limited to, review of workflow processes, development and optimization of new workflows, optimization of interfaces, performance of audits and reconciliations, interim resources and project management of system implementations or conversions. The Company has replaced its emphasis on professional services with technology solutions. The Company’s premise is that technology on the front end of the revenue cycle process will reduce waste and errors in the coding and the backend.

Clients and Strategic Partners

The Company provides transformational, data-driven solutions to some of the most well-respected healthcare enterprises in the United States and Canada. The Company provides these solutions through a combination of direct sales and relationships with strategic channel partners.

During fiscal ~~2023~~2024, ~~one~~no individual client accounted for 10% or more of our revenue. ~~and~~During ~~represented~~fiscal 2023, one client accounted for approximately $5.1 million of total revenue, or 22% of total revenue. In ~~During~~the third quarter of fiscal ~~2022~~2023, ~~two~~the ~~individual~~Company ~~clients~~received ~~accounted~~notice ~~for~~from ~~10%~~a orclient ~~more~~ of ~~our~~its ~~revenue~~intent ~~and~~not ~~represented~~to ~~approximately~~renew ~~$7.9 million~~its ofcontract ~~total~~for ~~revenue.~~the ACompany’s SaaS ~~client~~solutions ~~who~~following ~~accounted~~the ~~for~~expiration ~~approximately~~of ~~$4.4~~the ~~million,~~contract’s orterm ~~19%,~~on ~~and~~December $431, 2023.2 ~~million,~~Revenue orrecognized 17related to that client’s SaaS contract represented approximately 19%, of ~~our revenues~~total revenue for fiscal 2023, and ~~fiscal~~the ~~2022,~~Company ~~respectively,~~recognized ~~did~~no ~~not~~SaaS ~~renew~~revenue afrom ~~contract~~that ~~with~~client ~~the~~in ~~Company,~~fiscal ~~effective December 31, 2023~~2024.Three ~~Four~~ clients represented 1420%, 1220%, ~~12%~~ and 1114% respectively, of accounts receivable as of January 31, ~~2024~~2025, and four clients represented 13 14%, 12%, 12% and 1011%, respectively, of accounts receivable as of January 31, ~~2023~~2024. Many of our clients are invoiced on an annual basis.

For more information regarding our major clients, please see “Risks Relating to Our Business - Our sales have been concentrated in a small number of clients” in Part 1, Item 1A, “Risk Factors” herein.

Acquisitions

The Company regularly evaluates opportunities for acquisitions ~~for~~and divestitures of portions of the Company that may not align with current growth strategies.

The Company acquired all of the equity interests of Avelead as part of the Company’s strategic expansion into the revenue cycle management, acute-care healthcare space. The acquisition was completed on August 16, 2021. The aggregate consideration for the purchase of Avelead was approximately $29.7 million (at fair value) consisting of (i) $12.5 million in cash, net of cash acquired, (ii) $6.5 million in common stock, and (iii) approximately $10.7 million in contingent consideration. The Company issued 5344,~~021,972~~798 shares of its restricted common stock to Avelead equity holders in connection with the acquisition. See Note 3 - Business Combination to our consolidated financial statements included in Part II Item 8, “Financial Statements and Supplementary Data” for additional information regarding the acquisition.

Business Segments

The Company has determined it has only one operating segment based on the guidance of ASC 280-10-50 paragraphs 1 through 8, . The Company has a sole chief operating decision maker who reviews a single set of financials, information, has accountability for the performance of the organization, and allocates resources to drive success.

For ~~fiscal~~ 2022, the Company had two reporting units for evaluation of goodwill: Streamline Solutions and Avelead Solutions. The Company determined that, effective January 1, 2023, it has one reporting unit for purposes of evaluation of goodwill, which was used for evaluation of goodwill for fiscal 2023. At the end of fiscal 2022, the Company consolidated and combined its operations for Streamline Solutions and Avelead Solutions. For total assets at January 31, ~~2024~~ 2025 and ~~2023~~2024 and total revenue and net loss for the fiscal years ended January 31, ~~2024~~2025 and ~~2023~~2024, see our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” herein.

Contracts, License and Services Fees

The Company enters into agreements with its clients that specify the scope of the system to be installed and/or services to be provided by the Company, as well as the agreed-upon pricing, applicable term duration and the timetable for the associated licenses and services.

For clients purchasing software to be installed locally or provided on a SaaS model, there are multiple performance obligations that include either a perpetual or term license and right to access the applicable software functionality (whether installed locally at the client site or the right to use the Company’s solutions as a part of SaaS services), terms regarding maintenance and support services, and professional services for implementation, integration, process engineering, optimization and training, as well as fees and payment terms for each of the foregoing. If the client purchases solutions on a perpetual license model, the client is billed the license fee up front. Maintenance and support is provided on a term basis for separate fees, with an initial term typically from one to five years in length. The maintenance and support fee is charged annually, in advance, commencing either upon contract execution or deployment of the solution in live production. If the client purchases solutions on a term-based model, the client is billed periodically a combined access fee for a specified term, typically from one to seven years in length. The access fee includes the access rights along with all maintenance and support services.

The Company also generally provides software and SaaS clients professional services for implementation, integration, process engineering, optimization and training. These services and the associated fees are separate from the license, maintenance and access fees. Professional services are provided on either a fixed-fee or hourly arrangements billable to clients based on agreed-to payment milestones (fixed fee) or monthly payment structure on hours incurred (hourly). These services can either be included at the time the related locally installed software or SaaS solution is licensed as part of the initial purchase agreement or added as an addendum to the existing agreement for services required after the initial implementation. The Company recognizes revenue for implementation for certain of its eValuator SaaS solution over the contract term, as it has been determined that those implementation services are not a distinct performance obligation, whereas for other SaaS and Software solutions such as Coding & CDI, RevID and Compare, it has been determined that its implementation services are a distinct performance obligation and, accordingly, are recognized separately as professional services.

Audit and ~~Coding~~coding services are provided through a stand-alone services agreement or services addendum to an existing master services agreement with the client. These review services are available as either a one-time service or recurring monthly, quarterly or annual review structure. These services are typically provided on a per reviewed account/chart basis. Monthly minimums are required where material discounts have been offered. Revenue is generally recognized when the chart is reviewed (i.e., service is completed).

The commencement of revenue recognition on software solutions varies depending on the size and complexity of the system and/or services involved, the implementation or performance schedule requested by the client and usage by clients of SaaS for software-based components. The Company’s agreements are generally non-cancellable but provide that the client may terminate its agreement upon a material breach by the Company and/or may delay certain aspects of the installation or associated payments in such events. The Company does allow for termination for convenience in certain situations. Therefore, it is difficult for the Company to accurately predict the revenue it expects to achieve in any particular period, and a termination or installation delay of one or more phases of an agreement, or the failure of the Company to procure additional agreements, could have a material adverse effect on the Company’s business, financial condition, and results of operations, as further discussed in Part 1, Item 1A, “Risk Factors” herein. In the third quarter of fiscal 2023, the Company received a notice from a significant SaaS client who accounted for approximately 19% and 17% of our revenue for fiscal 2023 and fiscal 2022, respectively, of its intent not to renew its contract following the expiration of the current term on December 31, 2023. With the exception of the foregoing, the Company has not historically experienced a material amount of contract cancellations; however, the Company sometimes experiences delays in the course of contract performance and the Company accounts for them accordingly.

~~Third-Party License~~In ~~Fees~~the third quarter of fiscal 2023, the Company received notice from a client of its intent not to renew its contract for the Company’s SaaS solutions following the expiration of the contract’s term on December 31, 2023. Revenue recognized related to that client’s SaaS contract represented approximately 19% of total revenue for fiscal 2023, and the Company recognized no SaaS revenue from that client in fiscal 2024. With the exception of the foregoing, the Company has not historically experienced a material amount of contract cancellations; however, the Company sometimes experiences delays in the course of contract performance and the Company accounts for them accordingly.

~~The Company incorporates software licensed from various third~~Third-~~party~~Party ~~vendors~~License ~~into its proprietary software. The Company licenses these software products and pays the required license fees when such software is delivered to clients.~~Fees

7The Company incorporates software licensed from various third-party vendors into its proprietary software. The Company licenses these software products and pays the required license fees when such software is delivered to clients.

~~Associates~~ 7

As of January 31, 2024, the Company had 77 employees, a net decrease of 35 employees during fiscal 2023. All employees are full-time employees. The Company utilizes independent contractors to supplement its staff, as needed. None of the Company’s associates are represented by a labor union or subject to a collective bargaining agreement. The Company has never experienced a work stoppage and believes that its employee relations are good. The Company’s success depends, to a significant degree, on its management, sales and technical personnel.Associates

~~For more~~As ~~information~~of onJanuary ~~contracts~~31, ~~backlog~~2025, ~~acquisitions~~the ~~and~~Company ~~research~~had ~~and~~70 ~~development~~employees, ~~see~~a ~~also~~net ~~Part~~decrease ~~II,~~of ~~Item~~ 7 employees during fiscal 2024. All employees are full-time employees. The Company utilizes independent contractors to supplement its staff, ~~“Management~~as needed. None of the Company’s ~~Discussion~~ ~~and~~associates ~~Analysis~~are ofrepresented ~~Financial~~by ~~Condition~~a labor union or subject to a collective bargaining agreement. The Company has never experienced a work stoppage and ~~Results~~believes ofthat ~~Operations”~~its employee relations are good. The Company’s success depends, to a significant degree, on its management, sales and technical personnel.

~~Competition~~For more information on contracts, backlog, acquisitions and research and development, see also Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The RevID product has competition in charge reconciliation, generally. The Company believes RevID’s automated charge reconciliation technique is unique in the industry as it interacts with disparate clinical systems identifying unbilled services. There are products that purport to provide similar services, including FinThrive’s Charge Capture Audit Tool and CloudMed Tool set. The Company anticipates that additional competition may develop as pre-bill, daily charge reconciliation becomes a standard within the industry.Competition

The ~~eValuator~~ RevID product has ~~numerous~~competition ~~competitors~~ in ~~the~~charge ~~auditing~~reconciliation, ~~software industry~~generally. The Company believes ~~eValuator~~RevID’s isautomated ~~unique~~charge inreconciliation ~~that~~technique it is ~~designed~~ ~~and~~unique ~~has~~in the ~~requisite~~industry ~~workflow~~as ~~to perform audits on a pre-bill basis. The Company believes~~ it isinteracts anwith ~~industry~~disparate ~~leader~~clinical insystems ~~pre-bill auditing~~identifying ~~technology~~unbilled services. WeThere ~~have~~are ~~seen competition on similar~~ products that ~~are~~purport ~~being~~to ~~utilized~~provide bysimilar ~~clients as a pre-bill auditing tool~~services, ~~such as~~including ~~PwC~~FinThrive’s ~~Smart~~Charge ~~and~~Capture ~~3M,~~Audit ~~however,~~Tool. ~~these~~The ~~similar~~Company ~~products~~anticipates ~~are~~that ~~intended~~additional tocompetition bemay ~~utilized~~develop ~~for~~as ~~post-bill auditing which is a different workflow than what is necessary for~~ pre-bill, ~~auditing.~~daily Wecharge ~~expect~~reconciliation tobecomes ~~have~~a ~~competition~~standard inwithin the ~~pre-bill technology~~ industry. Client processes dictate that correcting errors prior to billing is more efficient and effective than having an audit after billing. There will be larger and more sophisticated competitors than our Company. Accordingly, using the time we have to gain market share prior to direct competition is critical to the Company’s success.

The ~~Compare~~ eValuator product has ~~little~~numerous ~~direct~~competitors ~~competition~~in ~~outside~~the ofauditing ~~manual~~software ~~reconciliations~~industry. The Company believes ~~few~~eValuator ~~systems~~is ~~exist~~unique in that ~~can accurately~~it ~~compare~~is designed and has the ~~various~~requisite ~~software~~workflow ~~systems~~to ~~used~~perform byaudits ~~hospitals~~on a pre-bill basis. ~~Examples~~The ofCompany ~~potential~~believes ~~competitors~~it ~~include~~is ~~Vitalware~~an industry leader in pre-bill auditing technology. We have seen competition from similar products that are being utilized by clients as a pre-bill auditing tool, ~~Craneware~~ such as PwC Smart and ~~FinThrive’s~~the ~~Chargemaster~~Solventum ~~toolkit.~~360 ~~The~~Encompass ~~Company~~Audit ~~believes~~Expert ~~Compare~~System, ishowever, ~~unique~~these ~~because~~similar itproducts ~~can~~are intended to be ~~easily~~utilized ~~fine~~for post-~~tuned~~bill toauditing ~~work~~which ~~with~~ follows a ~~wide~~different ~~array~~workflow ofthan ~~hospital~~what ~~systems~~is necessary for pre-bill auditing. We expect to ~~create~~have acompetition ~~bespoke~~in ~~offering~~the ~~for~~pre-bill ~~specific~~technology ~~clients,~~industry. ~~easing~~Client ~~transitions~~processes dictate that correcting errors prior to ~~new~~billing ~~platforms~~is ormore ~~acting~~efficient as and effective than having an ~~ongoing~~audit ~~maintenance~~after ~~check~~billing. ~~tool~~There will be larger and more sophisticated competitors than our Company. Accordingly, using the time we have to gain market share prior to direct competition is critical to the Company’s success.

Regarding our Coding and CDI Solutions and eValuator Coding Analysis Platform, several companies historically have dominated the clinical information system software market. The industry is undergoing consolidation and realignment as companies position themselves to compete more effectively. Strategic alliances between vendors of other healthcare systems are increasing. Barriers to entry to this market include technological and application sophistication, the ability to offer a proven product, creating and utilizing a well-established client base and distribution channels, brand recognition, the ability to operate on a variety of operating systems and hardware platforms, the ability to integrate with pre-existing systems and capital for sustained development and marketing activities. The Company has many competitors including clinical information system vendors that are larger, more established and have substantially more resources than the Company.

Regarding our ~~Audit~~audit and ~~Coding~~coding ~~Services~~services, there are numerous companies and independent consultants who offer these services. Barriers to entry to this market include creating and utilizing a well-established client base and distribution channels, brand recognition, establishing differentiators for our services and capital for sustained development and marketing activities.

The Company believes that these obstacles taken together represent a moderate to high-level barrier to entry. The Company believes that the principal competitive factors in its market are client recommendations and references, company reputation, system reliability, system features and functionality (including ease of use), technological advancements, client service and support, breadth and quality of the systems, the potential for enhancements and future compatible products, the effectiveness of marketing and sales efforts, price, and the size and perceived financial stability of the vendor. In addition, the Company believes that the speed with which companies in its market can anticipate the evolving healthcare industry structure and identify unmet needs are important competitive factors.

Additional Intellectual Property Rights

In addition to the software licenses described in other sections of this Item 1, “Business”, ” the Company also holds registered trademarks for its Streamline Health® and other key trademarks used in selling its products. These marks are currently active, with registrations being valid for a period of three years each. The Company actively renews these marks at the end of each registration period.

Regulations

Our clients derive a substantial portion of their revenue from third-party private and governmental payors, including through Medicare, Medicaid and other government-sponsored programs. Our clients also have express handling and retention obligations under information-based laws such as the Health Insurance Portability and Accountability Act of 1996. There are no material regulatory proposals of which the Company is aware that we believe currently have a high likelihood of passage that we anticipate would have a material impact on the operation or demand of the Company’s products and services. However, the Company acknowledges there is currently great uncertainty in the U.S. healthcare market, generally, from a regulatory perspective. In addition, there is regulatory uncertainty in the data and technology sectors as it relates to information security regulations. Material changes could have unanticipated impact on demand or usability of the Company’s solutions, require the Company to incur additional development and/or operating costs (on a one-time or recurring basis) or cause clients to terminate their agreements or otherwise be unable to pay amounts owed to the Company, as further discussed in Part 1, Item 1A, “Risk Factors” herein.

Environmental Matters

We believe we are compliant in all material aspects with all applicable environmental laws. We do not anticipate that such compliance will have a material effect on capital expenditures, earnings or the competitive position of our operations.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics that guides and binds each of our employees, officers and directors which is available on the “Investor Relations” page of our website, www.streamlinehealth.net, under the “Corporate Governance” tab. We use an anonymous compliance hotline for employees and outside parties to report potential instances of noncompliance.

~~Available Information~~Insider Trading Policy

~~Copies~~ As part of ~~documents~~our ~~filed~~commitment byto the ~~Company~~ethical ~~with~~business ~~the SEC~~practices, ~~including~~we ~~annual~~have ~~reports~~adopted ona ~~Form~~comprehensive ~~10-K,~~Insider ~~quarterly~~Trading ~~reports~~Policy. onThis ~~Form~~policy ~~10-Q,~~governs ~~current~~the ~~reports on~~purchase, ~~Form 8-K~~sale, ~~proxy statements~~ and ~~all~~other ~~amendments~~dispositions toof ~~those~~our ~~reports~~securities ~~and~~by ~~statements~~directors, ifofficers, ~~any~~associated, ~~can~~and bedesignated ~~found at the website http://investor~~individuals.~~streamlinehealth.net as~~ ~~soon~~It ~~as practicable after such material~~ is ~~electronically~~designed ~~filed with, or furnished~~ to, ~~the~~ensure ~~SEC.~~full ~~The~~compliance ~~information~~with ~~contained~~all onapplicable ~~the~~insider ~~Company’s website~~trading islaws ~~not~~and ~~part of, or incorporated by reference into, this Report~~regulations. ~~Copies~~A ~~can~~copy ~~be downloaded free~~ of ~~charge~~this ~~from~~policy ~~the~~is ~~Company’s website~~filed oras ~~directly~~Exhibit ~~from~~19 ~~the~~to ~~SEC~~this ~~website, https://www~~report.~~sec.gov.~~ ~~Also~~Additionally, ~~copies~~regarding ofour ~~the~~trading ~~Company’s~~activities ~~annual~~involving ~~report~~our onown ~~Form 10-K will be made available~~securities, ~~free~~we ofadhere ~~charge,~~to ~~upon~~federal ~~written~~securities ~~request~~laws toand the ~~Company,~~relevant ~~attention:~~exchange ~~Corporate~~listing ~~Secretary, 2400 Old Milton Pkwy, Box 1353, Alpharetta, GA 30009~~requirements.

~~Item 1A.~~Available ~~Risk Factors~~Information

~~An investment~~Copies inof ~~our~~documents ~~common~~filed ~~stock~~by orthe ~~other~~Company ~~securities~~with ~~involves~~the aSEC, ~~number~~including ofannual ~~risks.~~reports ~~You~~on ~~should~~Form ~~carefully~~10-K, ~~consider~~quarterly ~~each~~reports ofon ~~the~~Form ~~risks~~10-Q, ~~described below~~current ~~before~~reports ~~deciding~~on Form 8-K, proxy statements and all amendments to ~~invest~~those inreports ~~our~~and ~~common~~statements, ~~stock~~if any, can be found at the website http://investor.streamlinehealth.net as soon as practicable after such material is electronically filed with, or ~~other~~furnished ~~securities~~to, the SEC. IfThe ~~any~~information ofcontained on the ~~following~~Company’s ~~risks~~website ~~develops~~is ~~into~~not ~~actual~~part ~~events~~of, ~~our business~~or incorporated by reference into, ~~financial~~this ~~condition~~Report. orCopies ~~results~~can be downloaded free of ~~operations~~charge ~~could~~from bethe ~~negatively~~Company’s ~~affected~~website or directly from the SEC website, https://www.sec.gov. Also, copies of the ~~market~~Company’s ~~price~~annual report on Form 10-K will be made available, free of ~~our~~charge, ~~common~~upon ~~stock~~written orrequest ~~other~~to ~~securities could~~the ~~decline~~Company, ~~and~~attention: ~~you~~Corporate ~~may~~Secretary, ~~lose~~2400 ~~all~~Old orMilton ~~part~~Pkwy, ofBox ~~your~~1353, ~~investment~~Alpharetta, GA 30009.

9Item 1A. Risk Factors

~~Risks Relating~~An investment in our common stock or other securities involves a number of risks. You should carefully consider each of the risks described below before deciding to ~~Our~~invest ~~Business~~in our common stock or other securities. If any of the following risks develops into actual events, our business, financial condition or results of operations could be negatively affected, the market price of our common stock or other securities could decline, and you may lose all or part of your investment.

~~Our~~ ~~sales have been concentrated in a small number of clients.~~ 9

~~Our revenues~~Risks ~~have~~Relating been concentrated in a relatively small number of large clients, and we have historically derived a substantial percentage of our total revenue from a few clients. For the fiscal years ended January 31, 2024 and 2023, our five largest clients accounted for 38% and 46%, respectively, of our total revenue. A client who accounted for approximately $4.4 million, or 19%, of our revenue for fiscal 2023, and $4.2 million, or 17%, of our revenue for fiscal 2022, terminated its contract with the Company, effective December 31, 2023. If one or more clients terminate all or any portion of a master agreement, delay installations or if we fail to ~~procure~~Our additional agreements, there could be a material adverse effect on our business, financial condition and results of operations. See Note 9 - Major Clients to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”, herein for further information regarding representation of the Company’s largest individual major clients.Business

~~Over the~~Our ~~last~~sales ~~several years, we~~ have ~~completed~~been ~~acquisitions,~~concentrated ~~and may undertake additional acquisitions~~ in ~~the future. Any failure to adequately integrate past and future acquisitions into our business could have~~ a ~~material~~small ~~adverse~~number ~~effect~~of ~~on us~~clients.

~~Acquisitions will~~Our ~~require~~revenues ~~that~~have been concentrated in a relatively small number of large clients, and we ~~integrate~~have ~~into~~historically derived a substantial percentage of our ~~existing~~total ~~operations~~revenue ~~separate~~from ~~companies~~a ~~that~~few ~~historically~~clients. ~~operated~~For ~~independently~~the orfiscal asyears ~~part~~ended ~~of another~~January 31, ~~larger~~2025 ~~organization~~and 2024, our five largest clients accounted for 25% and ~~had~~38%, ~~different~~respectively, ~~systems~~of our total revenue. In the third quarter of fiscal 2023, ~~processes~~the ~~and~~Company ~~cultures~~received notice from a client of its intent not to renew its contract for the Company’s SaaS solutions following the expiration of the contract’s term on December 31, 2023. ~~Acquisitions~~Revenue ~~may~~recognized ~~require~~related ~~integration~~to that client’s SaaS contract represented approximately 19% of ~~finance~~total ~~and administrative~~revenue ~~organizations~~for fiscal 2023, and ~~involve~~the ~~exposure~~Company recognized no SaaS revenue from that client in fiscal 2024. If one or more clients terminate all or any portion of a master agreement, delay installations or if we fail to ~~different~~procure ~~legal~~additional agreements, there could be a material adverse effect on our business, financial condition and ~~regulatory~~results ~~regimes~~of inoperations. ~~jurisdictions~~See Note 9 - Major Clients to our consolidated financial statements included in ~~which~~Part weII, ~~have~~Item ~~not~~8, ~~previously operated~~“Financial Statements and Supplementary Data”, herein for further information regarding representation of the Company’s largest individual major clients.

Over the last several years, we have completed acquisitions, ofand ~~businesses~~may ~~through~~undertake ~~asset~~additional ~~and~~acquisitions ~~stock~~in ~~purchases~~the future. WeAny ~~expect~~failure ~~that~~to weadequately ~~will~~integrate ~~make~~past ~~additional~~ and future acquisitions ininto ~~the~~our ~~future~~business could have a material adverse effect on us.

Acquisitions ~~involve~~ awill ~~number~~require that we integrate into our existing operations separate companies that historically operated independently or as part of ~~risks~~another, ~~including~~larger organization, ~~but~~and ~~not~~had ~~limited~~different systems, processes and cultures. Acquisitions may require integration of finance and administrative organizations and involve exposure to: different legal and regulatory regimes in jurisdictions in which we have not previously operated.

●Over the ~~potential~~last ~~failure~~several toyears, ~~achieve~~we ~~the~~have ~~expected~~completed ~~benefits~~acquisitions of the acquisition, including the inability to generate sufficient revenue to offset acquisition costs, or the inability to achieve expected synergies or cost savings; ● unanticipated expenses related to acquired businesses orthrough ~~technologies~~asset and ~~their~~stock ~~integration~~purchases. ~~into~~We ~~our~~expect ~~existing~~that ~~businesses or technology; ● the diversion of financial, managerial and other resources from existing operations; ● the risks of entering into new markets in which~~ we ~~have~~will ~~little~~make oradditional noacquisitions experience or where competitors may have stronger positions; ● potential write-offs or amortization of acquired assets or investments; ● the potential loss of key employees, clients or partners of an acquired business; ● delays in ~~client purchases due to uncertainty related to any acquisition; ● potential unknown liabilities associated with an acquisition; and ●~~ the ~~tax effects of any such acquisitions~~future.

~~If we~~Acquisitions ~~fail~~involve toa ~~successfully~~number ~~integrate~~of ~~acquired~~risks, ~~businesses or fail to implement our business strategies with respect to acquisitions~~including, webut ~~may~~ not belimited ~~able~~ to ~~achieve projected results or support the amount of consideration paid for such acquired businesses, which could have an adverse effect on our business and financial condition.~~:

10● the potential failure to achieve the expected benefits of the acquisition, including the inability to generate sufficient revenue to offset acquisition costs, or the inability to achieve expected synergies or cost savings; ● unanticipated expenses related to acquired businesses or technologies and their integration into our existing businesses or technology; ● the diversion of financial, managerial and other resources from existing operations; ● the risks of entering into new markets in which we have little or no experience or where competitors may have stronger positions; ● potential write-offs or amortization of acquired assets or investments; ● the potential loss of key employees, clients or partners of an acquired business; ● delays in client purchases due to uncertainty related to any acquisition; ● potential unknown liabilities associated with an acquisition; and ● the tax effects of any such acquisitions.

~~Finally, if~~If we ~~finance~~fail ~~acquisitions~~to bysuccessfully ~~issuing~~integrate ~~equity~~acquired orbusinesses ~~convertible~~ or ~~other~~fail ~~debt~~to ~~securities,~~implement our ~~existing~~business ~~stockholders~~strategies ~~may~~with berespect ~~diluted~~to acquisitions, or we ~~could~~ ~~face~~may ~~constraints~~not ~~related~~be able to ~~the~~achieve ~~terms~~projected ofresults ~~and~~or ~~repayment~~support ~~obligations~~the ~~related~~amount toof ~~the~~consideration ~~incurrence~~paid offor ~~indebtedness.~~such ~~This~~acquired businesses, which could ~~adversely affect~~have ~~the~~an ~~market~~adverse ~~price~~effect ofon our ~~securities~~business and financial condition.

We ~~could consume resources in researching acquisitions, business opportunities or financings and capital market transactions that are not~~ 10 ~~ultimately consummated, which could materially adversely affect our financial condition and subsequent attempts to locate and acquire or invest in another business.~~

~~We anticipate~~Finally, ~~that~~if ~~the~~we ~~investigation~~finance ofacquisitions ~~each~~by ~~specific~~issuing ~~acquisition~~equity or ~~business~~convertible ~~opportunity~~or ~~and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and~~ other ~~instruments~~debt ~~with respect to such transaction will require substantial management time and attention and substantial costs for financial advisors~~securities, ~~accountants,~~our ~~attorneys~~existing ~~and~~stockholders ~~other~~may ~~advisors.~~be ~~If a decision is made not to consummate a specific acquisition~~diluted, ~~business opportunity~~ or ~~financing~~we ~~and~~could ~~capital~~face ~~market~~constraints ~~transaction,~~related ~~the costs incurred up~~ to ~~that point for~~ the ~~proposed~~terms ~~transaction~~of ~~likely~~and ~~would~~repayment ~~not~~obligations berelated ~~recoverable. Furthermore, even if an agreement is reached relating~~ to ~~a specific acquisition, investment target or financing, we may fail to consummate~~ the ~~investment~~incurrence ~~or acquisition for any number~~ of ~~reasons, including those beyond our control~~indebtedness. ~~Any~~This ~~such event~~ could ~~consume significant management time and result in a loss to us of the related costs incurred, which could~~ adversely affect ~~our~~the ~~financial~~market ~~position~~price ~~and~~of our ~~ability to consummate other acquisitions and investments~~securities.

~~A significant~~We ~~increase~~could consume resources in ~~new~~researching ~~SaaS~~acquisitions, ~~contracts~~business ~~could~~opportunities ~~require~~or afinancings ~~significant~~and ~~cash~~capital ~~outlay~~market transactions that are not ultimately consummated, which could materially adversely affect ~~near~~our ~~term~~financial ~~cash~~condition ~~flow~~and subsequent attempts to locate and acquire or invest in another business.

~~If new~~We oranticipate ~~existing~~that ~~clients~~the ~~purchase~~investigation ~~significant amounts~~ of ~~our~~each ~~SaaS~~specific ~~services,~~acquisition weor ~~may~~business ~~have~~opportunity toand ~~expend~~the anegotiation, ~~significant~~drafting, ~~amount~~and execution of ~~initial~~relevant ~~setup costs~~agreements, ~~and~~disclosure ~~time~~documents, ~~before~~and ~~those~~other ~~new~~instruments ~~clients~~with ~~are~~respect ~~able~~ to ~~begin~~such ~~using~~transaction ~~such~~will ~~services,~~require ~~and~~substantial wemanagement ~~cannot~~time ~~begin~~and toattention ~~recognize~~and ~~revenues~~substantial ~~from~~costs ~~those~~for ~~SaaS agreements~~financial ~~until~~advisors, ~~the~~accountants, ~~commencement~~attorneys ofand ~~such~~other ~~services~~advisors. ~~Accordingly,~~If wea ~~anticipate~~decision ~~that~~is ~~our~~made ~~near-term~~not ~~cash~~to ~~flow~~consummate ~~may~~a bespecific ~~adversely~~acquisition, ~~affected by~~business ~~significant~~opportunity ~~incremental~~or ~~setup~~financing ~~costs~~and ~~from~~capital ~~new~~market ~~SaaS~~transaction, ~~clients~~the ~~that~~costs ~~would~~incurred ~~not~~up beto ~~offset~~that bypoint ~~revenue~~for ~~until~~the ~~new~~proposed ~~SaaS~~transaction ~~clients~~likely gowould ~~into~~not ~~production~~be recoverable. ~~While~~ weFurthermore, ~~anticipate~~even ~~long-term~~if ~~growth~~an inagreement ~~profitability~~is ~~through~~reached ~~increases~~relating into ~~recurring~~a ~~SaaS~~specific ~~subscription~~acquisition, ~~fees~~investment ~~and~~target ~~significantly~~or ~~improved profit visibility~~financing, ~~any~~we ~~inability~~may fail to ~~adequately~~consummate ~~finance~~the ~~setup~~investment ~~costs~~or acquisition for ~~new~~any ~~SaaS~~number ~~solutions~~of ~~could~~reasons, ~~result~~including inthose ~~the~~beyond ~~failure~~our tocontrol. ~~put~~Any ~~new~~such ~~SaaS solutions~~event ~~into production and~~ could ~~have~~consume asignificant ~~material~~management ~~adverse~~time ~~effect~~and onresult ~~our~~in ~~liquidity,~~a ~~financial~~loss ~~position~~to ~~and~~us ~~results~~ of ~~operations.~~the ~~In addition,~~related ~~this~~costs ~~near-term~~incurred, ~~cash~~which ~~flow demand~~ could adversely ~~impact~~affect our financial ~~flexibility~~position and ~~cause~~our usability to ~~forego~~consummate ~~otherwise~~other ~~attractive business~~acquisitions ~~opportunities~~and or investments.

~~We may~~A ~~not~~significant ~~see~~increase ~~the anticipated market interest or growth~~ in ~~our~~new ~~software~~SaaS ~~solutions.~~contracts Incould ~~addition,~~require ~~coding audit services and associated software and technologies represent~~ a ~~new~~significant ~~market~~cash ~~for the Company~~outlay, ~~and~~which wecould ~~may~~adversely ~~not~~affect ~~see~~near ~~the~~term ~~anticipated~~cash ~~market interest or growth due to being a new player in the industry~~flow.

~~The Company~~If isnew ~~currently~~or ~~investing~~existing inclients ~~the~~purchase ~~eValuator~~significant ~~platform~~amounts asof ~~well~~our asSaaS services, we may have to expend a significant amount of initial setup costs and time before those new ~~software-based~~clients ~~technologies~~are ~~relating~~able to ~~high~~begin ~~automation~~using such services, and ~~machine-based analytics~~we ~~regarding~~cannot abegin ~~client’s~~to ~~coding~~recognize ~~audit~~revenues ~~process.~~from ~~The~~those ~~return~~SaaS onagreements ~~this~~until ~~investment~~the ~~requires~~commencement of such services. Accordingly, we anticipate that ~~the~~our ~~product~~near-term ~~developments~~cash ~~continue to~~flow may be ~~defined~~adversely ~~and~~affected ~~completed~~by insignificant aincremental ~~timely~~setup ~~and~~costs ~~cost-effective~~from ~~manner,~~new ~~there~~SaaS ~~remains~~clients ~~general~~that ~~interest~~would innot ~~the~~be ~~marketplace~~offset ~~(for~~by ~~both~~revenue ~~existing and~~until ~~future~~new SaaS clients) ~~for~~go ~~this~~into ~~technology,~~production. ~~the~~While ~~demand~~we ~~for~~anticipate ~~the~~long-term ~~product~~growth ~~generates~~in ~~sufficient~~profitability ~~revenue~~through increases in ~~light~~recurring ofSaaS ~~the~~subscription ~~development~~fees ~~costs~~ and ~~that~~ ~~the~~significantly ~~Company~~improved isprofit ~~able~~visibility, toany ~~execute~~inability ato ~~successful~~adequately ~~product~~finance ~~launch~~setup costs for ~~these~~new ~~technologies.~~SaaS Ifsolutions ~~the~~could ~~Company~~result isin ~~unable~~the failure to ~~meet~~put ~~these~~new ~~requirements when~~SaaS ~~launching~~solutions ~~these~~into ~~technologies,~~production orand ifcould ~~there~~have is a ~~delay~~material inadverse ~~the~~effect ~~launch~~on ~~process~~our liquidity, ~~the~~financial ~~Company~~position ~~may~~and ~~not~~results ~~see~~of anoperations. ~~increase~~In inaddition, ~~revenue~~this tonear-term ~~offset the~~cash ~~current~~flow ~~development~~demand ~~costs~~could oradversely ~~otherwise~~impact ~~translate~~our financial flexibility and cause us to ~~added~~forego ~~growth~~otherwise ~~and~~attractive ~~revenue~~business ~~for~~opportunities ~~the~~or ~~Company~~investments.

11We may not see the anticipated market interest or growth in our software solutions. In addition, coding audit services and associated software and technologies represent a new market for the Company, and we may not see the anticipated market interest or growth due to being a new player in the industry.

~~Clients may~~The ~~exercise~~Company ~~termination~~is ~~rights~~currently ~~within~~investing ~~their~~in ~~contracts~~the eValuator platform and RevID as well as new software-based technologies relating to high automation and machine-based analytics regarding a client’s coding audit process. The return on this investment requires that the product developments continue to be defined and completed in a timely and cost-effective manner, ~~which~~there ~~may~~remains ~~cause~~general ~~uncertainty~~interest in ~~anticipated~~the marketplace (for both existing and future clients) for this technology, the demand for the product generates sufficient revenue ~~streams~~in light of the development costs and that the Company is able to execute a successful product launch for these technologies. If the Company is unable to meet these requirements when launching these technologies, or if there is a delay in the launch process, the Company may not see an increase in revenue to offset the current development costs or otherwise translate to added growth and revenue for the Company.

~~The~~ ~~Company generally does not allow for termination of a client’s agreement except at the end of the agreed upon term or for cause.~~ 11 However, certain of the Company’s client contracts provide that the client may terminate the contract without cause prior to the end of the term of the agreement by providing written notice, sometimes with relatively short notice periods. In the third quarter of fiscal 2023, a client who accounted for approximately $4.4 million, or 19%, of our revenue for fiscal 2023, and $4.2 million, or 17%, of our revenue for fiscal 2022, terminated its contract with the Company, effective December 31, 2023. The Company also provides trial or evaluation periods for certain clients, especially for new products and services. Furthermore, there can be no assurance that a client will not cancel all or any portion of an agreement, even without an express early termination right, and the Company may face additional costs or hardships collecting on amounts owed if a client terminates an agreement without such a right. Whether resulting from termination for cause or the limited termination for convenience rights discussed above, the existence of contractual relationships with these clients is not an assurance that we will continue to provide services for our clients through the entire term of their respective agreements. If clients representing a significant portion of our revenue terminated their agreements unexpectedly, we may not, in the short-term, be able to replace the revenue and income from such contracts and this would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. In addition, client contract terminations could harm our reputation within the industry, especially any termination for cause, which could negatively impact our ability to obtain new clients.

~~Changes in~~Clients ~~healthcare~~may ~~regulations~~exercise ~~impacting~~termination ~~coding,~~rights ~~payers~~within ~~and~~their ~~other~~contracts, ~~aspects~~which ofmay ~~the~~cause ~~healthcare~~uncertainty ~~regulatory~~in ~~cycle~~anticipated ~~could have substantial impact on our financial performance, growth~~ and ~~operating~~future ~~costs~~revenue streams.

~~Our sales~~The ~~and~~Company ~~profitability~~generally ~~depend,~~does innot ~~part~~allow for termination of a client’s agreement except at the end of the agreed upon term or for cause. However, oncertain of the ~~extent~~Company’s client contracts provide that the client may terminate the contract without cause prior to ~~which~~the ~~coverage~~end of ~~and~~the ~~reimbursement~~term ~~for~~of ~~medical~~the ~~care~~agreement ~~provided~~by isproviding ~~available from~~written ~~governmental~~notice, ~~health~~sometimes ~~programs,~~with ~~private~~relatively ~~health~~short ~~insurers~~notice periods. In the third quarter of fiscal 2023, ~~managed~~the ~~care~~Company ~~plans~~received ~~and~~notice ~~other~~from ~~third-party~~a ~~payors.~~client ~~Unanticipated~~of ~~regulatory changes~~its ~~could~~intent ~~materially~~not ~~impact~~to ~~the~~renew ~~need~~its contract for ~~and/or~~the ~~value~~Company’s SaaS solutions following the expiration of ~~our~~the ~~solutions.~~contract’s ~~For~~term ~~example~~on December 31, if2023. ~~governmental~~Revenue orrecognized ~~other~~related ~~third-party~~to ~~payors materially~~that ~~reduce~~client’s ~~reimbursement~~SaaS ~~rates~~contract orrepresented ~~fail~~approximately to19% ~~reimburse~~of ~~our~~total ~~clients~~revenue ~~adequately~~for fiscal 2023, ~~our~~and ~~clients~~the ~~may~~Company ~~suffer~~recognized ~~adverse~~no ~~financial~~SaaS ~~consequences. Changes~~revenue from that client in ~~regulations~~fiscal ~~affecting~~2024. The ~~the~~Company ~~healthcare~~also ~~industry,~~provides ~~such~~trial asor ~~any~~evaluation ~~increased~~periods ~~regulation~~for bycertain ~~governmental~~clients, ~~agencies~~especially offor ~~the~~new ~~purchase~~products and ~~sale~~ services. Furthermore, there can be no assurance that a client will not cancel all or any portion of ~~medical~~an ~~products~~agreement, even without an express early termination right, and the Company may face additional costs or ~~restrictions~~hardships collecting on ~~permissible~~amounts ~~discounts~~owed ~~and~~if ~~other~~a ~~financial~~client ~~arrangements,~~terminates ~~could~~an ~~also~~agreement ~~directly~~without ~~impact~~such a right. Whether resulting from termination for cause or the ~~capabilities our~~limited ~~solutions~~termination ~~and~~for ~~services~~convenience ~~provide~~rights ~~and~~discussed above, the ~~pricing~~existence ~~arrangements~~of contractual relationships with these clients is not an assurance that we ~~are~~will ~~required~~continue to ~~offer~~provide toservices befor ~~competitive~~our inclients through the ~~market.~~entire ~~Similarly, the~~term Uof their respective agreements.S. ~~Congress~~If ~~may~~clients ~~adopt~~representing ~~legislation~~a ~~that~~significant portion of our revenue terminated their agreements unexpectedly, we may ~~change~~not, ~~override~~in the short-term, ~~conflict~~be ~~with~~able orto ~~pre-empt~~replace the ~~currently~~revenue ~~existing~~and ~~regulations~~income from such contracts and ~~which could~~this ~~restrict~~would have a material adverse effect on the ~~ability~~Company’s business, financial condition, results of ~~clients~~operations toand ~~obtain~~cash flows. In addition, ~~use~~client orcontract ~~disseminate~~terminations ~~patient~~could ~~health~~harm ~~information~~our ~~and/or~~reputation ~~impact~~within the ~~value~~industry, ofespecially ~~the~~any ~~functionality~~ termination for cause, which could negatively impact our ~~products~~ability ~~and~~to ~~services~~obtain ~~provide~~new clients.

~~These situations~~Changes ~~would,~~ in ~~turn,~~healthcare ~~reduce~~regulations ~~the~~impacting ~~demand~~coding, ~~for~~payers ~~our~~and ~~solutions~~other oraspects ~~services~~of ~~and/or~~ the ~~ability~~healthcare ~~for~~regulatory acycle ~~client to purchase our solutions or services. This~~ could have asubstantial ~~material~~ impact on our financial performance~~. In addition~~, ~~the~~growth ~~speed with which the Company can respond to~~ and ~~address~~operating any such changes when compared with the response of other companies in the same market (especially companies who may accurately anticipate the evolving healthcare industry structure and identify unmet needs) are important competitive factorscosts. ~~If the Company is not able to address the modifications in a timely manner compared with our competition, that may further reduce demand for our solutions and services.~~

~~The potential~~Our ~~impact~~sales and profitability depend, in part, on usthe extent to which coverage of ~~new~~and orreimbursement ~~changes~~for inmedical ~~existing~~care ~~federal~~provided is available from governmental health programs, ~~state~~private health insurers, managed care plans and ~~local~~other third-party payors. Unanticipated regulatory changes could materially impact the need for and/or value of our solutions. For example, if governmental or other third-party payors materially reduce reimbursement rates or fail to reimburse our clients adequately, our clients may suffer adverse financial consequences. Changes in regulations ~~governing~~affecting the healthcare ~~information~~industry, such as any increased regulation by governmental agencies of the purchase and sale of medical products, or restrictions on permissible discounts and other financial arrangements, could also directly impact the capabilities our solutions and services provide and the pricing arrangements we are required to offer to be ~~substantial~~competitive in the market. Similarly, the U.S. Congress may adopt legislation that may change, override, conflict with or pre-empt the currently existing regulations and which could restrict the ability of clients to obtain, use or disseminate patient health information and/or impact the value of the functionality our products and services provide.

~~Healthcare regulations~~These ~~issued~~situations towould, ~~date~~in ~~have~~turn, ~~not~~reduce ~~had~~the ademand ~~material~~for ~~adverse~~our ~~effect~~solutions onor ~~our~~services ~~business.~~and/or ~~However,~~the weability ~~cannot~~for ~~predict~~a ~~the~~client ~~potential~~to ~~impact~~purchase ~~of new~~our solutions or ~~revised~~services. ~~regulations~~This ~~that~~could have ~~not~~a ~~yet~~material ~~been~~impact ~~released~~on orour ~~made~~financial ~~final,~~performance. orIn ~~any~~addition, ~~other~~the ~~regulations~~speed ~~that~~with ~~might~~which bethe ~~adopted.~~Company ~~The~~can ~~U.S.~~respond ~~Congress may~~to ~~adopt~~and ~~legislation~~address ~~that~~any ~~may~~such ~~change,~~changes ~~override,~~when ~~conflict~~compared with orthe ~~pre-empt~~response of other companies in the ~~currently~~same ~~existing~~market ~~regulations~~(especially ~~and~~companies ~~which~~who ~~could~~may ~~restrict~~ accurately anticipate the ~~ability~~evolving ofhealthcare ~~clients~~industry tostructure ~~obtain,~~and ~~use~~identify orunmet ~~disseminate~~needs) ~~patient~~are ~~health~~important ~~information~~competitive factors. ~~Although~~If the ~~features~~Company ~~and~~is ~~architecture~~not ofable ~~our~~to ~~existing solutions~~address ~~can~~the bemodifications ~~modified,~~in ita ~~may~~timely bemanner ~~difficult~~compared towith ~~address~~our ~~the~~competition, ~~changing~~that ~~regulation~~may offurther ~~healthcare~~reduce ~~information~~demand for our solutions and services.

12The potential impact on us of new or changes in existing federal, state and local regulations governing healthcare information could be substantial.

~~The healthcare~~Healthcare ~~industry~~regulations isissued ~~highly~~to ~~regulated.~~date ~~Any~~have not had a material ~~changes~~adverse ineffect ~~the~~on ~~political~~our business. However, ~~economic~~we cannot predict the potential impact of new or ~~regulatory~~revised ~~healthcare~~regulations ~~environment~~that have not yet been released or made final, or any other regulations that ~~affect the~~might ~~group~~be ~~purchasing~~adopted. ~~business~~The U.S. Congress may adopt legislation that may change, override, conflict with or pre-empt the ~~purchasing~~currently ~~practices~~existing regulations and ~~operations~~which could restrict the ability of ~~healthcare~~clients ~~organizations~~to obtain, use or ~~that~~disseminate ~~lead~~patient tohealth ~~consolidation~~information. in Although the ~~healthcare~~features ~~industry,~~and ~~could~~architecture ~~require~~of usour toexisting ~~modify~~solutions ~~our~~can ~~services~~be ormodified, ~~reduce~~it ~~the~~may ~~funds~~be ~~available~~difficult to ~~providers~~address tothe ~~purchase~~changing ~~our~~regulation ~~solutions and~~of ~~services~~healthcare information.

~~Our~~ ~~business, financial condition and results of operations depend upon conditions affecting the healthcare industry generally and hospitals~~ 12 and health systems particularly. Our ability to grow will depend upon the economic environment of the healthcare industry, as well as our ability to increase the number of solutions that we sell to our clients. The healthcare industry is highly regulated and is subject to changing political, economic and regulatory influences. Factors such as changes in reimbursement policies for healthcare expenses, consolidation in the healthcare industry, regulation, litigation and general economic conditions affect the purchasing practices, operation and, ultimately, the operating funds of healthcare organizations. In particular, changes in regulations affecting the healthcare industry, such as any increased regulation by governmental agencies of the purchase and sale of medical products, or restrictions on permissible discounts and other financial arrangements, could require us to make unplanned modifications to our solutions and services, or result in delays or cancellations of orders or reduce funds and demand for our solutions and services.

~~Our clients~~The ~~derive~~healthcare aindustry ~~substantial~~is ~~portion~~highly ofregulated. ~~their~~Any ~~revenue~~material ~~from~~changes ~~third-party~~in ~~private~~the ~~and governmental payors~~political, ~~including~~economic ~~through~~or ~~Medicare,~~regulatory ~~Medicaid and~~healthcare ~~other~~environment ~~government-sponsored~~that ~~programs.~~affect ~~Our~~the ~~sales~~group ~~and~~purchasing ~~profitability~~business ~~depend,~~or ~~in part, on~~ the ~~extent~~purchasing topractices ~~which~~and ~~coverage~~operations of ~~and~~healthcare ~~reimbursement for~~organizations, ~~medical~~or ~~care~~that ~~provided~~lead isto ~~available~~consolidation ~~from~~in ~~governmental~~the ~~health~~healthcare ~~programs~~industry, ~~private~~could ~~health~~require ~~insurers,~~us ~~managed care plans and other third-party payors. If governmental or other third-party payors materially reduce reimbursement rates or fail~~ to ~~reimburse~~modify our ~~clients~~services ~~adequately, our~~or ~~clients may suffer adverse financial consequences, which in turn, may~~ reduce the ~~demand~~funds ~~for~~available ~~and~~to ~~ability~~providers to purchase our solutions or and services.

~~We face~~Our ~~significant~~business, ~~competition~~financial condition and results of operations depend upon conditions affecting the healthcare industry generally and hospitals and health systems particularly. Our ability to grow will depend upon the economic environment of the healthcare industry, ~~including~~as ~~from~~well ~~companies~~as ~~with~~our ~~significantly~~ability ~~greater~~to ~~resources~~increase the number of solutions that we sell to our clients. The healthcare industry is highly regulated and is subject to changing political, economic and regulatory influences. Factors such as changes in reimbursement policies for healthcare expenses, consolidation in the healthcare industry, regulation, litigation and general economic conditions affect the purchasing practices, operation and, ultimately, the operating funds of healthcare organizations. In particular, changes in regulations affecting the healthcare industry, such as any increased regulation by governmental agencies of the purchase and sale of medical products, or restrictions on permissible discounts and other financial arrangements, could require us to make unplanned modifications to our solutions and services, or result in delays or cancellations of orders or reduce funds and demand for our solutions and services.

~~We currently~~Our ~~compete~~clients ~~with~~derive ~~many~~a ~~other~~substantial ~~companies~~portion ~~for~~of ~~the~~their ~~licensing~~revenue offrom ~~similar~~third-party ~~software~~private ~~solutions~~ and ~~related~~governmental ~~services.~~payors, ~~Several~~including ~~companies historically~~through ~~have~~Medicare, ~~dominated~~Medicaid ~~the~~and ~~clinical~~other ~~information~~government-sponsored ~~systems~~programs. ~~software~~Our ~~market~~sales and ~~several~~profitability ~~of these companies have either acquired~~depend, ~~developed,~~ orin ~~are developing their own analytics and coding/clinical documentation improvement solutions~~part, ason ~~well as~~ the ~~resultant workflow~~extent ~~technologies. The industry is undergoing consolidation and realignment as companies position themselves~~ to ~~compete~~which ~~more effectively.~~coverage ~~Many~~ of ~~these~~and ~~companies~~reimbursement ~~are~~for ~~larger~~medical ~~than~~care usprovided ~~and~~is ~~have~~available ~~significantly~~from ~~more~~governmental ~~resources~~health toprograms, ~~invest~~private inhealth ~~their~~insurers, ~~business.~~managed ~~In addition,~~care ~~information~~plans and ~~document management companies serving~~ other ~~industries~~third-party ~~may enter the market~~payors. ~~Suppliers~~If ~~and~~governmental ~~companies~~or ~~with whom~~other wethird-party ~~may~~payors ~~establish~~materially ~~strategic~~reduce ~~alliances~~reimbursement ~~also~~rates ~~may~~or ~~compete~~fail ~~with~~to ~~us.~~reimburse ~~Such~~our ~~companies~~clients ~~and~~adequately, ~~vendors~~our clients may ~~either~~suffer ~~individually,~~adverse orfinancial ~~by forming alliances excluding us~~consequences, ~~place~~which ~~bids for large agreements~~ in ~~competition~~turn, ~~with~~may ~~us.~~reduce ~~A decision on~~ the ~~part~~demand offor ~~any~~and ofability ~~these competitors~~ to ~~focus~~purchase ~~additional resources in any of~~ our ~~solution focuses (charge reconciliation, coding audit~~ solutions, ~~analytics and~~or ~~coding/clinical documentation improvement), workflow technologies and other markets addressed by us could have a material adverse effect on us~~services.

~~The healthcare~~We ~~industry~~face issignificant ~~evolving rapidly~~competition, ~~which~~including ~~may~~from ~~make~~companies itwith ~~more~~significantly ~~difficult~~greater ~~for us to be competitive in the future~~resources.

~~The U.S.~~We ~~healthcare~~currently ~~system~~compete iswith ~~under~~many ~~intense~~other ~~pressure~~companies tofor ~~improve~~the inlicensing ~~many~~of ~~areas,~~similar ~~including~~software ~~modernization,~~solutions ~~universal access~~ and ~~controlling skyrocketing~~related ~~costs~~services. ofSeveral ~~care.~~companies Wehistorically ~~believe~~have ~~that~~dominated the ~~principal~~clinical ~~competitive~~information ~~factors~~systems insoftware ~~our~~ market ~~are~~and ~~client~~several ~~recommendations~~of ~~and~~these ~~references~~companies have either acquired, ~~company~~ ~~reputation~~developed, ~~system~~or ~~reliability,~~are ~~system~~developing ~~features~~their ~~and~~own ~~functionality~~analytics ~~(including~~and ~~ease~~coding/clinical ofdocumentation ~~use)~~improvement solutions, ~~technological~~as ~~advancements,~~well ~~client service~~as ~~and~~the ~~support,~~resultant ~~breadth~~workflow technologies. The industry is undergoing consolidation and ~~quality~~realignment as companies position themselves to compete more effectively. Many of ~~the~~these ~~systems,~~companies ~~the~~are ~~potential~~larger ~~for~~than ~~enhancements~~us and ~~future~~have ~~compatible~~significantly ~~solutions,~~more ~~the~~resources ~~effectiveness of~~to ~~marketing~~invest ~~and~~in ~~sales~~their ~~efforts~~business. In addition, ~~price~~information and ~~the~~document ~~size~~management ~~and~~companies ~~perceived~~serving ~~financial~~other ~~stability~~industries ofmay enter the ~~vendor~~market. InSuppliers ~~addition,~~and companies with whom we ~~believe~~may ~~that~~establish ~~the speed~~strategic alliances also may compete with ~~which~~us. Such companies inand ~~our~~vendors ~~market~~may ~~can~~either ~~anticipate~~individually, ~~the~~or ~~evolving~~by ~~healthcare~~forming ~~industry~~alliances ~~structure~~excluding ~~and~~us, ~~identify~~place ~~unmet~~bids ~~needs~~for islarge anagreements ~~important competitive~~in ~~factor~~competition with us. IfA wedecision ~~are~~on ~~unable~~the part of any of these competitors to ~~keep~~focus ~~pace~~additional ~~with~~resources ~~changing~~in ~~conditions~~any of our solution focuses (charge reconciliation, coding audit solutions, analytics and ~~new~~coding/clinical ~~developments~~documentation improvement), weworkflow ~~will~~technologies ~~not~~and beother ~~able~~markets toaddressed ~~compete~~by ~~successfully in~~us ~~the~~could ~~future~~have ~~against~~a ~~existing~~material oradverse ~~potential~~effect ~~competitors~~on us.

13The healthcare industry is evolving rapidly, which may make it more difficult for us to be competitive in the future.

~~Rapid technology~~The ~~changes~~U.S. healthcare system is under intense pressure to improve in many areas, including modernization, universal access and ~~short~~controlling ~~product~~skyrocketing ~~life~~costs ~~cycles~~of ~~could~~care. ~~harm~~We believe that the principal competitive factors in our ~~business~~market are client recommendations and references, company reputation, system reliability, system features and functionality (including ease of use), technological advancements, client service and support, breadth and quality of the systems, the potential for enhancements and future compatible solutions, the effectiveness of marketing and sales efforts, price and the size and perceived financial stability of the vendor. In addition, we believe that the speed with which companies in our market can anticipate the evolving healthcare industry structure and identify unmet needs is an important competitive factor. If we are unable to keep pace with changing conditions and new developments, we will not be able to compete successfully in the future against existing or potential competitors.

~~The~~ ~~market for our solutions and services is characterized by rapidly changing technologies, regulatory requirements, evolving industry standards~~ 13 and new product introductions and enhancements that may render existing solutions obsolete or less competitive. As a result, our position in the healthcare information technology market could change rapidly due to unforeseen changes in the features and functions of competing products, as well as the pricing models for such products. Our future success will depend, in part, upon our ability to enhance our existing solutions and services and to develop and introduce new solutions and services to meet changing requirements. Moreover, competitors may develop competitive products that could adversely affect our operating results. We need to maintain an ongoing research and development program to continue to develop new solutions and apply new technologies to our existing solutions but may not have sufficient funds with which to undertake such required research and development. If we are not able to foresee changes or to react in a timely manner to such developments, we may experience a material, adverse impact on our business, operating results and financial condition.

~~Our intellectual~~Rapid ~~property~~technology ~~rights~~changes ~~are valuable,~~ and ~~any~~short ~~inability~~product tolife ~~protect~~cycles ~~them~~ could ~~reduce~~harm ~~the value of~~ our ~~solutions and services~~business.

~~Our intellectual~~The ~~property,~~market ~~which~~for ~~represents~~our ansolutions ~~important~~and ~~asset~~services tois uscharacterized by rapidly changing technologies, ~~has~~regulatory ~~some~~requirements, ~~protection~~evolving ~~against~~industry ~~infringement~~standards ~~through~~and ~~copyright~~new product introductions and ~~trademark law.~~enhancements Wethat ~~generally~~may ~~have~~render ~~little~~existing ~~patent~~solutions ~~protection~~obsolete onor ~~our~~less ~~software~~competitive. WeAs ~~rely~~a ~~upon~~result, ~~license~~our ~~agreements,~~position ~~employment~~in ~~agreements,~~the ~~confidentiality agreements,~~healthcare ~~nondisclosure~~information ~~agreements~~technology ~~and~~market ~~similar~~could ~~agreements~~change rapidly due to ~~maintain~~unforeseen changes in the ~~confidentiality~~features and functions of ~~our~~competing ~~proprietary~~products, ~~information~~as ~~and~~well ~~trade secrets.~~as ~~Notwithstanding~~the ~~these~~pricing ~~precautions,~~models ~~others~~for ~~may~~such ~~copy,~~products. ~~reverse~~Our ~~engineer~~future orsuccess ~~independently~~will ~~design~~depend, ~~technology~~in ~~similar~~part, upon our ability to enhance our existing solutions~~. If~~ weand ~~fail~~services and to ~~protect~~develop ~~adequately~~and ~~our~~introduce ~~intellectual~~new ~~property~~solutions ~~through~~and ~~trademarks~~services ~~and~~to ~~copyrights,~~meet ~~license~~changing ~~agreements~~requirements. Moreover, ~~employment~~competitors ~~agreements, confidentiality~~may ~~agreements,~~develop ~~nondisclosure~~competitive ~~agreements~~products orthat ~~similar~~could ~~agreements,~~adversely affect our ~~intellectual~~operating ~~property~~results. ~~rights~~We ~~may~~need beto ~~misappropriated~~maintain ~~by others,~~an ~~invalidated~~ongoing orresearch ~~challenged,~~ and ~~our~~development ~~competitors~~program ~~could~~to ~~duplicate~~continue ~~our~~to ~~technology~~develop ornew ~~may~~solutions ~~otherwise~~and ~~limit~~apply ~~any~~new ~~competitive~~technologies ~~technology advantage~~to weour existing solutions but may not have. Itsufficient ~~may~~funds bewith ~~necessary~~which to ~~litigate~~undertake tosuch ~~enforce~~required orresearch ~~defend~~and ~~our~~development. ~~proprietary~~If ~~technology~~we orare tonot ~~determine~~able ~~the~~to ~~validity~~foresee ~~of the~~changes ~~intellectual~~or ~~property~~to ~~rights~~react ofin ~~others.~~a ~~Any~~timely ~~litigation,~~manner ~~successful~~to orsuch ~~unsuccessful~~developments, we may ~~result~~experience ina ~~substantial~~material, ~~cost~~adverse ~~and~~impact ~~require~~on ~~significant attention~~our bybusiness, ~~management~~operating results and ~~technical~~financial ~~personnel~~condition.

~~Due to~~Our ~~the~~intellectual ~~rapid~~property ~~pace~~rights ofare ~~technological change~~valuable, weand ~~believe~~any ~~our~~inability ~~future success is likely~~ to ~~depend~~protect ~~upon~~them ~~continued~~could ~~innovation,~~reduce ~~technical~~the ~~expertise, marketing~~value ~~skills and client support and services rather than on legal protection~~ of our ~~intellectual~~solutions ~~property rights. However, we have aggressively asserted our intellectual property rights when necessary~~ and ~~intend to do so in the future~~services.

Our intellectual property, which represents an important asset to us, has some protection against infringement through copyright and trademark law. We ~~could~~ begenerally ~~subjected~~have little patent protection on our software. We rely upon license agreements, employment agreements, confidentiality agreements, nondisclosure agreements and similar agreements to ~~claims~~maintain the confidentiality of our proprietary information and trade secrets. Notwithstanding these precautions, others may copy, reverse engineer or independently design technology similar to our solutions. If we fail to protect adequately our intellectual property ~~infringement~~through ~~that~~trademarks and copyrights, license agreements, employment agreements, confidentiality agreements, nondisclosure agreements or similar agreements, our intellectual property rights may be misappropriated by others, invalidated or challenged, and our competitors could duplicate our technology or may otherwise limit any competitive technology advantage we may have. It may be ~~expensive~~necessary to litigate to enforce or defend our proprietary technology or to determine the validity of the intellectual property rights of others. Any litigation, successful or unsuccessful, may result in substantial cost and require significant attention by management and technical personnel.

~~While we~~Due doto ~~not believe that our solutions and services infringe upon~~ the ~~intellectual~~rapid ~~property~~pace ~~rights~~ of ~~third~~technological ~~parties~~change, ~~the~~we ~~potential~~believe ~~for intellectual~~our ~~property~~future ~~infringement~~success ~~claims~~is ~~continually~~likely ~~increases~~to asdepend ~~the~~upon ~~number~~continued ofinnovation, ~~software~~technical ~~patents~~expertise, marketing skills and ~~copyrighted~~client support and ~~trademarked~~services ~~materials continues~~rather tothan ~~rapidly~~on ~~expand.~~legal ~~Any~~protection ~~claim~~of ~~for~~our intellectual property ~~right~~rights. ~~infringement~~However, ~~even if not meritorious, could be expensive to defend. If~~ we ~~were~~have ~~held~~aggressively ~~liable~~asserted ~~for~~our ~~infringing third party~~ intellectual property rights, wewhen ~~could~~necessary ~~incur substantial damage awards,~~ and ~~potentially be~~intend ~~required~~ to ~~cease~~do ~~using~~so in the ~~technology, produce non-infringing technology or obtain a license to use such technology~~future. ~~Such potential liabilities or increased costs could be material to us.~~

~~If we~~We ~~are~~could ~~unable~~be subjected to ~~maintain~~claims ~~effective~~of ~~internal~~intellectual ~~control~~property ~~over~~infringement ~~financial~~that ~~reporting,~~could webe ~~may~~expensive ~~fail~~ to ~~prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial statements~~defend.

~~In connection~~While ~~with~~we do not believe that our solutions and services infringe upon the ~~preparation~~intellectual property rights of ~~the~~third ~~consolidated~~parties, ~~financial~~the ~~statements~~potential for ~~each~~intellectual ofproperty ~~our~~infringement ~~fiscal~~claims ~~years,~~continually ~~our~~increases ~~management~~as ~~conducts~~the anumber ~~review~~ of ~~our~~software ~~internal~~patents ~~control~~and ~~over~~copyrighted ~~financial~~and ~~reporting~~trademarked materials continues to rapidly expand. WeAny ~~are~~claim ~~also~~for ~~required~~intellectual toproperty ~~maintain~~right ~~effective~~infringement, ~~disclosure~~even ~~controls~~if ~~and~~not ~~procedures.~~meritorious, ~~Any failure~~could be expensive to ~~maintain~~defend. ~~adequate~~If ~~controls~~we orwere toheld ~~adequately~~liable ~~implement~~for ~~required~~infringing ~~new~~third orparty ~~improved~~intellectual ~~controls~~property rights, we could ~~harm~~incur ~~operating~~substantial ~~results~~damage awards, orand ~~cause failure~~potentially be required to ~~meet~~cease ~~reporting~~using ~~obligations~~the intechnology, produce non-infringing technology or obtain a ~~timely~~license ~~and~~to ~~accurate~~use ~~manner~~such technology. Such potential liabilities or increased costs could be material to us.

14If we are unable to maintain effective internal control over financial reporting, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial statements.

~~Third party~~In ~~products~~connection with the preparation of the consolidated financial statements for each of our fiscal years, our management conducts a review of our internal control over financial reporting. We are ~~essential~~also required to ~~our~~maintain ~~software~~effective disclosure controls and procedures. Any failure to maintain adequate controls or to adequately implement required new or improved controls could harm operating results, or cause failure to meet reporting obligations in a timely and accurate manner.

~~Our~~ ~~software incorporates software licensed from various vendors into our proprietary software. In addition, third-party, stand-alone software~~ 14 is required to operate some of our proprietary software modules. The loss of the ability to use these third-party products, or ability to obtain substitute third-party software at comparable prices, could have a material adverse effect on our ability to license our software.

~~Our solutions~~Third ~~may~~party ~~not~~products beare ~~error-free~~essential ~~and~~to ~~could~~our ~~result in claims of breach of contract and liabilities~~software.

Our ~~solutions~~ ~~are~~software ~~very~~incorporates ~~complex~~software ~~and~~licensed ~~may~~from ~~not~~various bevendors ~~error-free,~~into ~~especially~~our ~~when~~proprietary ~~first released~~software. ~~Although~~In weaddition, ~~perform extensive testing~~third-party, ~~failure of~~stand-alone ~~any~~software ~~solution~~is required to operate insome ~~accordance~~of ~~with~~our ~~its~~proprietary ~~specifications~~software ~~and~~modules. ~~documentation~~The ~~could~~loss ~~constitute a breach~~ of the ~~license~~ability ~~agreement and require us~~ to ~~correct~~use ~~the~~these ~~deficiency. If such deficiency is not corrected within the agreed~~third-~~upon~~party ~~contractual limitations on liability and cannot be corrected in a timely manner~~products, itor ~~could~~ability ~~constitute a material breach of a contract allowing the termination thereof and possibly subjecting us~~ to ~~liability.~~obtain ~~Also,~~substitute ~~we sometimes indemnify our clients against~~ third-party ~~infringement~~software ~~claims.~~at Ifcomparable ~~such claims are made~~prices, ~~even~~could ifhave ~~they~~a ~~are~~material ~~without~~adverse ~~merit,~~effect ~~they~~on ~~could~~our beability ~~expensive~~ to ~~defend. Our~~ license ~~and SaaS agreements generally limit~~ our ~~liability arising from these types of claims, but such limits may not be enforceable in some jurisdictions or under some circumstances~~software. ~~A significant uninsured or under-insured judgment against us could have a material adverse impact on us.~~

~~We could~~Our solutions may not be ~~liable~~error-free toand ~~third~~could ~~parties~~result ~~from~~in ~~the~~claims ~~use~~of breach of ~~our~~contract ~~solutions~~and liabilities.

Our solutions ~~provide~~are ~~access~~very tocomplex ~~patient~~and ~~information~~may ~~used~~not bybe ~~physicians~~error-free, ~~and~~especially ~~other~~when ~~medical~~first ~~personnel~~released. inAlthough ~~providing~~we ~~medical~~perform ~~care.~~extensive ~~The~~testing, ~~medical care~~failure ~~provided~~of byany ~~physicians~~solution ~~and~~to ~~other~~operate ~~medical~~in ~~personnel~~accordance ~~are~~with ~~subject~~its tospecifications ~~numerous~~and ~~medical~~documentation ~~malpractice~~could ~~and~~constitute ~~other~~a ~~claims.~~breach Weof ~~attempt~~the tolicense ~~limit any~~agreement ~~potential~~and ~~liability~~require ofus ~~ours~~ to ~~clients~~correct bythe ~~limiting~~deficiency. ~~the~~If ~~warranties~~such ondeficiency ~~our~~is ~~solutions~~not incorrected ~~our~~within ~~agreements~~the ~~with~~agreed-upon ~~our~~contractual ~~clients~~limitations ~~(i.e.,~~on ~~healthcare providers).~~liability ~~However,~~and ~~such~~cannot ~~agreements~~be docorrected ~~not~~in ~~protect~~a ustimely ~~from~~manner, ~~third-party~~it ~~claims~~could byconstitute ~~patients~~a ~~who~~material ~~may~~breach ~~seek~~of ~~damages~~a ~~from~~contract ~~any~~allowing orthe ~~all~~termination ~~persons or~~thereof ~~entities~~and ~~connected~~possibly tosubjecting ~~the~~us ~~process~~to ofliability. ~~delivering~~Also, ~~patient~~we ~~care.~~sometimes Weindemnify ~~maintain~~our ~~insurance,~~clients ~~which~~against ~~provides~~third-party ~~limited~~infringement ~~protection~~claims. ~~from~~If such claims are made, even if ~~such~~they ~~claims~~are ~~result~~without inmerit, ~~liability~~they tocould ~~us.~~be ~~Although~~expensive noto ~~such~~defend. ~~claims~~Our ~~have~~license ~~been~~and ~~brought~~SaaS ~~against~~agreements usgenerally tolimit ~~date~~our ~~regarding~~liability ~~injuries~~arising ~~related~~from ~~to the~~these ~~use~~types of ~~our solutions~~claims, but such ~~claims~~limits may not be ~~made~~enforceable in ~~the~~some ~~future~~jurisdictions or under some circumstances. A significant uninsured or under-insured judgment against us could have a material adverse impact on us.

~~Our SaaS~~We ~~and~~could ~~support~~be ~~services~~liable ~~could~~to ~~experience~~third ~~interruptions~~parties from the use of our solutions.

We Our solutions provide ~~SaaS~~access ~~for~~to ~~many~~patient ~~clients,~~information ~~including~~used ~~the~~by ~~storage~~physicians ofand ~~critical~~other ~~patient,~~medical ~~financial~~personnel ~~and~~in ~~administrative~~providing ~~data~~medical care. InThe ~~addition,~~medical wecare ~~provide support~~provided ~~services~~by physicians and other medical personnel are subject to ~~clients~~numerous ~~through~~medical ~~our~~malpractice ~~client~~and ~~support~~other ~~organization~~claims. We ~~have~~attempt ~~redundancies,~~to ~~such~~limit asany ~~backup~~potential ~~generators,~~liability ~~redundant~~of ~~telecommunications lines~~ours ~~and~~to ~~backup~~clients ~~facilities~~by ~~built~~limiting ~~into~~the warranties on our ~~operations~~solutions toin ~~prevent~~our ~~disruptions~~agreements with our clients (i.e., healthcare providers). However, ~~complete~~such ~~failure~~agreements ofdo ~~all~~not ~~generators,~~protect ~~impairment of~~us ~~all~~from ~~telecommunications~~third-party ~~lines~~claims orby ~~severe~~patients ~~casualty~~who ~~damage~~may toseek ~~the~~damages ~~primary~~from ~~building~~any or ~~equipment~~all ~~inside~~persons ~~the~~or ~~primary~~entities ~~building~~connected ~~housing~~to ~~our hosting~~the ~~center~~process orof ~~client~~delivering ~~support~~patient ~~facilities~~care. ~~could~~We ~~cause~~maintain ainsurance, ~~temporary~~which ~~disruption~~provides inlimited ~~operations~~protection ~~and~~from ~~adversely~~such ~~affect~~claims, ~~clients~~if ~~who~~such ~~depend on~~claims ~~the~~result ~~application~~in ~~hosting~~liability ~~services~~to us. ~~Any~~Although ~~interruption~~no insuch ~~operations~~claims athave ~~our~~been ~~data~~brought ~~center~~against orus ~~client~~to ~~support~~date ~~facility~~regarding ~~could~~injuries ~~cause~~related us to ~~lose existing~~the ~~clients,~~use ~~impede~~of our ~~ability~~solutions, tosuch ~~obtain~~claims ~~new~~may ~~clients,~~be ~~result~~made in ~~revenue~~the ~~loss,~~future. ~~cause~~A ~~potential~~significant ~~liability~~uninsured toor ~~our~~under-insured ~~clients,~~judgment ~~and~~against ~~increase our~~us ~~operating~~could ~~costs~~have a material adverse impact on us.

Our ~~business~~ ~~and operations would suffer in the event of computer system failures, cyber-attacks or a deficiency in our cybersecurity. Our~~ SaaS ~~solutions are provided over an internet connection~~ and ~~any~~support ~~breach~~services ~~of security or confidentiality of protected health information~~ could ~~expose~~experience ~~us to significant expense and harm our reputation~~interruptions.

~~Despite the~~We ~~implementation~~provide ofSaaS ~~security~~for ~~measures~~many clients, ~~our~~including ~~internal~~the ~~computer~~storage ~~systems,~~of ~~and~~critical ~~those~~patient, offinancial ~~third~~and ~~parties~~administrative ondata. ~~which~~In addition, we ~~rely,~~provide ~~are~~support ~~vulnerable~~services to ~~damage~~ ~~from~~clients athrough ~~variety~~our ofclient ~~causes,~~support ~~including~~organization. ~~computer~~We ~~viruses~~have redundancies, ~~malware~~such as backup generators, ~~intentional~~redundant ortelecommunications ~~accidental~~lines ~~mistakes~~and orbackup ~~errors~~facilities bybuilt ~~users~~into ~~with~~our ~~authorized access~~operations to ~~our~~prevent ~~computer~~disruptions. ~~systems~~However, ~~natural~~complete ~~disasters,~~failure ~~terrorism,~~of ~~war~~all generators, ~~telecommunication~~impairment ~~and~~of ~~electrical~~all ~~failures,~~telecommunications ~~cyber-attacks~~lines or ~~cyber-intrusions over~~severe casualty damage to the ~~Internet,~~primary building or ~~attachments~~equipment toinside ~~emails.~~the ~~The~~primary ~~risk~~building ofhousing aour ~~security~~hosting ~~breach~~center or client support facilities could cause a temporary disruption, ~~particularly~~in ~~through~~operations ~~cyber-attacks~~and oradversely ~~cyber intrusions,~~affect ~~including~~clients bywho ~~computer~~depend ~~hackers,~~on ~~non-U~~the application hosting services.S. ~~governments,~~Any ~~extra-state~~interruption ~~actors~~in ~~and~~operations ~~cyber~~at ~~terrorists~~our data center or client support facility could cause us to lose existing clients, ~~has~~impede ~~generally~~our ~~increased~~ability ~~as the~~to ~~number~~obtain new clients, ~~intensity~~result ~~and~~in ~~sophistication~~revenue ofloss, ~~attempted~~cause ~~attacks~~potential ~~and~~liability ~~intrusions~~to ~~from~~our ~~around~~clients, ~~the~~and ~~world~~increase ~~have~~our ~~increased~~operating costs.

15Our business and operations would suffer in the event of computer system failures, cyber-attacks or a deficiency in our cybersecurity. Our SaaS solutions are provided over an internet connection and any breach of security or confidentiality of protected health information could expose us to significant expense and harm our reputation.

~~We provide~~Despite ~~remote~~the ~~SaaS~~implementation ~~solutions~~of ~~for~~security ~~clients~~measures, ~~including~~our ~~the~~internal ~~storage~~computer ~~of critical patient~~systems, ~~financial~~ and ~~administrative~~those ~~data. We have security measures in place to prevent or detect misappropriation~~ of ~~protected~~third ~~health~~parties ~~information.~~on Wewhich ~~must~~we ~~maintain~~rely, ~~facility~~are ~~and~~vulnerable ~~systems security measures~~ to ~~preserve~~damage ~~the~~from ~~confidentiality~~a variety of ~~data belonging to clients~~causes, asincluding ~~well~~computer ~~as their patients~~viruses, ~~that resides on computer equipment in our data center~~malware, ~~which~~intentional weor ~~handle~~accidental ~~via~~mistakes ~~application~~or ~~hosting~~errors ~~services,~~by orusers ~~that~~with isauthorized ~~otherwise~~access into our ~~possession.~~computer ~~Notwithstanding~~systems, ~~efforts undertaken~~natural todisasters, ~~protect~~terrorism, ~~data~~war, ittelecommunication ~~can~~and beelectrical ~~vulnerable~~failures, tocyber-attacks ~~infiltration~~or ascyber-intrusions ~~well~~over asthe ~~unintentional~~Internet, ~~lapse. If any disruption~~ or ~~security~~attachments ~~breach was~~ to ~~result~~emails. inThe arisk ~~loss~~ of ora ~~damage~~security tobreach ~~our data~~ or ~~applications~~disruption, orparticularly ~~inappropriate~~through ~~disclosure~~cyber-attacks ~~of confidential~~ or ~~proprietary~~cyber ~~information~~intrusions, we ~~could~~including ~~face~~by ~~claims~~computer ~~for~~hackers, ~~contract~~non-U.S. ~~breach~~governments, ~~penalties~~extra-state actors and ~~other~~cyber ~~liabilities~~terrorists, ~~for~~has ~~violation~~generally ofincreased ~~applicable~~as ~~laws~~the ~~or regulations~~number, ~~significant costs~~intensity ~~for remediation~~ and ~~re-engineering~~sophistication toof ~~prevent~~attempted ~~future~~attacks ~~occurrences~~ and ~~serious~~intrusions ~~harm~~from toaround ~~our~~the ~~reputation~~world have increased.

In ~~the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists,~~ 15 state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, clients, or others to disclose information or unwittingly provide access to systems or data. We can provide no assurance that our current IT systems, software, or third-party services, or any updates or upgrades thereto will be fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats.

~~Legislative or~~We ~~regulatory~~provide ~~action~~remote inSaaS ~~these~~solutions ~~areas~~for isclients, ~~also~~including ~~evolving~~the storage of critical patient, financial and weadministrative ~~may~~data. beWe ~~unable~~have security measures in place to ~~adapt~~prevent ~~our~~or ITdetect ~~systems~~misappropriation toof ~~accommodate~~protected ~~these~~health ~~changes~~information. We ~~have experienced~~must maintain facility and ~~expect~~systems security measures to ~~continue~~preserve the confidentiality of data belonging to ~~experience~~clients, ~~sophisticated~~as ~~attempted~~well ~~cyber-attacks~~as oftheir patients, that resides on computer equipment in our ITdata ~~networks~~center, which we handle via application hosting services, or that is otherwise in our possession. ~~Although~~Notwithstanding ~~none~~efforts ofundertaken ~~these~~to ~~attempted cyber-attacks~~protect ~~has~~data, ~~had~~it can be vulnerable to infiltration as well as unintentional lapse. If any disruption or security breach was to result in a ~~material~~loss ~~adverse~~of ~~impact~~or ondamage to our ~~operations~~data or ~~financial~~applications, ~~condition~~or inappropriate disclosure of confidential or proprietary information, we ~~cannot~~could ~~guarantee~~face ~~that~~claims ~~any~~for ~~such~~contract ~~incidents will~~breach, ~~not~~penalties ~~have~~and ~~such~~other anliabilities ~~impact~~for inviolation ~~the~~of applicable laws or regulations, significant costs for remediation and re-engineering to prevent future occurrences and serious harm to our reputation.

~~The loss~~In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of ~~key~~hackers ~~personnel~~and ~~could~~cyber-attacks ~~adversely~~targeting ~~affect~~businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, clients, or others to disclose information or unwittingly provide access to systems or data. We can provide no assurance that our ~~business~~current IT systems, software, or third-party services, or any updates or upgrades thereto will be fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats.

~~Our success~~Legislative ~~depends,~~or toregulatory aaction ~~significant~~in ~~degree,~~these onareas ~~our~~is ~~management~~also evolving, ~~sales~~and ~~force~~we ~~and~~may ~~technical~~be ~~personnel.~~unable Weto ~~must~~adapt ~~recruit,~~our ~~motivate~~IT ~~and~~systems ~~retain highly~~to ~~skilled~~accommodate ~~managers,~~these ~~sales,~~changes. ~~consulting~~We have experienced and ~~technical~~expect ~~personnel,~~to ~~including~~continue ~~solution~~to ~~programmers,~~experience ~~database~~sophisticated ~~specialists,~~attempted ~~consultants and~~cyber-attacks ~~system~~of ~~architects~~our ~~who~~IT ~~have~~networks. ~~the~~Although ~~requisite~~none ~~expertise~~of inthese ~~the~~attempted ~~technical~~cyber-attacks ~~environments~~has inhad ~~which~~a ~~our~~material ~~solutions~~adverse ~~operate.~~impact ~~Competition~~on ~~for such~~our ~~technical~~operations ~~expertise~~or isfinancial ~~intense.~~condition, ~~Our~~we ~~failure~~cannot toguarantee ~~attract~~that ~~and~~any ~~retain~~such ~~qualified~~incidents ~~personnel~~will ~~could~~not have asuch ~~material~~an ~~adverse~~impact ~~effect~~in onthe usfuture.

~~Our future~~The ~~success~~loss ~~depends~~of ~~upon~~key ~~our~~personnel ~~ability~~could toadversely ~~grow,~~affect ~~and if we are unable to manage~~ our ~~growth effectively, we may incur unexpected expenses and be unable to meet our clients’ requirements~~business.

~~We will~~Our ~~need~~success depends, to ~~expand~~a ~~our~~significant ~~operations~~degree, ifon ~~we successfully achieve greater demand for~~ our ~~products and services. We cannot be certain that our systems~~management, ~~procedures,~~sales ~~controls~~force and ~~human~~technical ~~resources will be adequate to support expansion of our operations~~personnel. ~~Our~~We ~~future~~must ~~operating~~recruit, ~~results will~~motivate ~~depend on the ability of our officers~~ and ~~employees~~retain tohighly ~~manage~~skilled ~~changing~~managers, ~~business~~sales, ~~conditions~~consulting and totechnical ~~implement~~personnel, ~~and~~including ~~improve~~solution ~~our technical~~programmers, ~~administrative,~~ ~~financial~~database ~~control~~specialists, ~~and~~consultants ~~reporting systems. We may not be able to expand~~ and ~~upgrade~~system ~~our~~architects ~~systems~~who ~~and~~have ~~infrastructure~~the torequisite ~~accommodate these~~expertise ~~increases. Difficulties~~ in ~~managing~~the ~~any~~technical ~~future~~environments ~~growth,~~in ~~including~~which ~~as a result of integrating any prior or future acquisition with~~ our ~~existing~~solutions ~~businesses,~~operate. ~~could~~Competition ~~cause~~for ussuch totechnical ~~incur~~expertise ~~unexpected~~is ~~expenses~~intense. orOur ~~render~~failure ~~us unable~~ to ~~meet~~attract ~~our~~and ~~clients’~~retain ~~requirements,~~qualified ~~and consequently~~personnel could have a ~~significant~~material ~~negative~~adverse ~~impact~~effect on ~~our business, financial condition and operating results~~us.

16Our future success depends upon our ability to grow, and if we are unable to manage our growth effectively, we may incur unexpected expenses and be unable to meet our clients’ requirements.

We will need to expand our operations if we successfully achieve greater demand for our products and services. We cannot be certain that our systems, procedures, controls and human resources will be adequate to support expansion of our operations. Our future operating results will depend on the ability of our officers and employees to manage changing business conditions and to implement and improve our technical, administrative, financial control and reporting systems. We may not ~~have~~be ~~access~~able to ~~sufficient~~expand orand ~~cost-efficient~~upgrade ~~capital~~our systems and infrastructure to ~~support~~accommodate ~~our~~these increases. Difficulties in managing any future growth, ~~execute~~including as a result of integrating any prior or future acquisition with our ~~business~~existing ~~plans~~businesses, could cause us to incur unexpected expenses or render us unable to meet our clients’ requirements, and ~~remain~~consequently ~~competitive in~~have a significant negative impact on our ~~markets~~business, financial condition and operating results.

As ~~our operations grow and as we implement our business strategies, we expect to use both internal and external sources of capital. In addition~~ 16 to cash flow from normal operations, we may need additional capital in the form of debt or equity to operate and support our growth, execute our business plans and remain competitive in our markets. We may have no or limited availability to such external capital, in which case our future prospects may be materially impaired. Furthermore, we may not be able to access external sources of capital on reasonable or favorable terms. Our business operations could be subject to both financial and operational covenants that may limit the activities we may undertake, even if we believe they would benefit the Company. While we believe our existing sources of liquidity will provide sufficient resources to meet our current working capital and cash requirements, if we require an increase in capital to meet our future business needs or if we are unable to comply with covenants under our credit facilities, such capital may not be available to us on terms acceptable to us, or at all.

~~Unstable market~~We ~~and economic conditions and potential disruptions in the credit markets~~ may ~~adversely~~not ~~affect~~have ~~our~~access ~~business,~~to ~~including~~sufficient ~~the~~or ~~availability and~~ cost ~~of short~~-~~term~~efficient ~~funds~~capital ~~for~~to ~~liquidity~~support ~~requirements and~~ our ~~ability to meet long-term commitments~~growth, ~~which~~execute ~~could adversely affect~~ our ~~results~~ ofbusiness ~~operations,~~plans ~~cash~~and ~~flows~~remain ~~and~~competitive ~~financial~~in ~~condition~~our markets.

~~If internally~~As ~~generated~~our ~~funds~~operations ~~are~~grow ~~not~~and ~~available~~as we implement our business strategies, we expect to use both internal and external sources of capital. In addition to cash flow from normal operations, we may beneed ~~required~~additional capital in the form of debt or equity to ~~rely~~operate onand ~~the~~support ~~banking~~our growth, execute our business plans and ~~credit~~remain competitive in our markets. We may have no or limited availability to ~~meet~~such external capital, in which case our ~~financial~~ ~~commitments~~future ~~and~~prospects ~~short-term~~may ~~liquidity~~be ~~needs~~materially impaired. ~~Our~~Furthermore, ~~access~~we may not be able to ~~funds~~access ~~under~~external ~~our~~sources ~~revolving~~of ~~credit~~capital ~~facility~~on reasonable or ~~pursuant~~favorable toterms. ~~arrangements with~~Our ~~other~~business operations could be subject to both financial ~~institutions~~and isoperational ~~dependent~~covenants onthat may limit the ~~financial~~activities ~~institution’s~~we ~~ability~~may toundertake, ~~meet~~even ~~funding~~if ~~commitments~~we believe they would benefit the Company. ~~Financial~~While ~~institutions may~~we ~~not~~believe beour ~~able~~existing sources of liquidity will provide sufficient resources to meet ~~their~~our ~~funding~~current ~~commitments~~working capital and cash requirements, if ~~they~~we ~~experience~~require ~~shortages~~an ofincrease in capital ~~and~~to ~~liquidity~~meet our future business needs or if ~~they~~we ~~experience~~are ~~high~~unable ~~volumes of~~to ~~borrowing~~comply ~~requests~~with ~~from~~covenants ~~other~~under ~~borrowers~~our ~~within~~credit afacilities, ~~short~~such ~~period~~capital ofmay ~~time~~not be available to us on terms acceptable to us, or at all.

~~Global credit~~Unstable ~~and~~market ~~financial markets have recently,~~ and ~~may~~economic ~~continue~~conditions ~~to, experience extreme volatility~~ and potential disruptions, ~~including severely diminished liquidity and credit availability, declines~~ in ~~consumer~~the ~~confidence, declines in economic growth, inflationary pressure and interest rate changes and uncertainty about economic stability. There can be no assurance that future~~ credit ~~and~~markets ~~financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy~~ may be adversely ~~affected~~affect byour ~~any such economic downturn~~business, ~~liquidity~~including ~~shortages,~~the ~~volatile~~availability ~~business environment or continued unpredictable~~ and ~~unstable~~cost ~~market~~of ~~conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause~~ short-term ~~liquidity~~ ~~risk~~funds ~~and~~for ~~also~~liquidity ~~make~~requirements ~~any necessary debt or equity financing more difficult, more costly~~ and ~~more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on~~ our ~~growth~~ability ~~strategy, financial performance and stock price and could require us~~ to ~~delay~~meet orlong-term ~~abandon clinical development plans. In addition~~commitments, ~~there is a risk that one or more of our current service providers, financial institutions, manufacturers and other partners may be adversely affected by the foregoing risks,~~ which could ~~directly~~adversely affect our ~~ability~~results toof ~~attain~~operations, ~~our~~cash ~~operating~~flows ~~goals on schedule~~ and onfinancial ~~budget~~condition.

17If internally generated funds are not available from operations, we may be required to rely on the banking and credit markets to meet our financial commitments and short-term liquidity needs. Our access to funds under our revolving credit facility or pursuant to arrangements with other financial institutions is dependent on the financial institution’s ability to meet funding commitments. Financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience high volumes of borrowing requests from other borrowers within a short period of time.

~~We must~~Global ~~maintain~~credit ~~compliance~~and ~~with~~financial ~~the~~markets ~~terms~~have ofrecently, ~~our~~and ~~existing~~may continue to, experience extreme volatility and disruptions, including severely diminished liquidity and credit ~~facilities~~availability, ordeclines ~~receive~~in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes and uncertainty about economic stability. There can be no assurance that future credit and financial market instability and a ~~waiver~~deterioration ~~for~~in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any ~~non-compliance~~such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. ~~The~~If ~~failure~~the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to ~~maintain~~ ~~compliance~~secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our ~~ability~~growth strategy, financial performance and stock price and could require us to ~~finance~~delay or abandon clinical development plans. In addition, there is a risk that one or more of our ~~ongoing~~current ~~operations~~service providers, financial institutions, manufacturers and weother partners may ~~not~~ be ~~able~~adversely affected by the foregoing risks, which could directly affect our ability to ~~find an~~attain ~~alternative~~our ~~lending~~operating ~~source~~goals ifon aschedule ~~default~~and ~~occurs~~on budget.

We ~~have a credit facility with Western Alliance Bank (“WAB”) pursuant that certain Second Amended and Restated Loan and Security~~ 17 Agreement (as amended and modified, the “Loan Agreement”). The Loan Agreement includes (i) a term loan facility with an initial maximum principal amount of $10,000,000 and (ii) a $2,000,000 revolving line of credit. The Loan Agreement is secured by substantially all of the assets of the Company, its subsidiaries, and certain of our affiliates.

~~The Loan~~We ~~Agreement~~must ~~has~~maintain acompliance ~~five-year~~with ~~term, and~~ the ~~maximum~~terms ~~principal~~of ~~amount~~our ~~was~~existing ~~advanced~~credit infacilities ~~a single-cash advance on~~ or ~~about~~receive ~~the~~a ~~closing~~waiver ~~date. Interest~~for ~~accrued~~any ~~under the Loan Agreement is due monthly, and the Company is required to make monthly interest~~non-~~only payments through the one-year anniversary of the closing date~~compliance. ~~From~~The ~~the~~failure ~~first~~to ~~anniversary~~maintain ofcompliance ~~the~~could ~~closing~~have ~~date~~a ~~through~~material ~~the~~adverse ~~maturity~~effect ~~date,~~on ~~the~~our ~~Company~~ability ~~is required~~ to ~~make~~finance ~~monthly~~our ~~payments~~ongoing ofoperations ~~principal~~ and ~~interest~~we ~~that~~may ~~increase~~not ~~over~~be ~~the~~able ~~term~~to offind ~~the~~an ~~agreement.~~alternative ~~The~~lending ~~Loan~~source Agreement requires principal repayments of $500,000 in the second year, $1,000,000 in the third year, $2,000,000 in the fourth year, and $3,000,000 in the fifth year, respectively, with the remaining outstanding principal balance and all accrued but unpaid interest due in full on the maturity date. The Loan Agreement may also require early repayments if ~~certain~~a ~~conditions~~default ~~are met~~occurs.

~~The Loan~~We ~~Agreement~~have ~~also~~a ~~includes~~credit ~~negative~~facility ~~covenants,~~with ~~subject~~Western toAlliance ~~exceptions,~~Bank ~~which~~(“WAB”) ~~limit~~pursuant ~~transfers,~~that ~~capital expenditures, indebtedness,~~ certain ~~liens,~~ ~~investments,~~Second ~~acquisitions,~~Amended ~~dispositions~~and ofRestated ~~assets,~~Loan ~~restricted payments~~ and ~~the~~Security ~~business~~Agreement ~~activities of the Company,~~ (as ~~well~~amended ~~as customary representations~~ and ~~warranties~~modified, ~~affirmative~~the ~~covenants~~“Loan ~~and events of default, including cross defaults and a change of control default~~Agreement”). ~~Specifically,~~The ~~the~~ Loan Agreement ~~requires~~includes us(i) ~~to satisfy~~ a ~~Maximum~~term ~~ARR~~loan ~~Net~~facility ~~Leverage~~with ~~Ratio,~~an ~~Maximum~~initial ~~Debt~~maximum toprincipal ~~Adjusted~~amount ~~EBITDA~~of ~~Ratio~~$10, 000,000 and ~~Fixed Charge Coverage Ratio~~ (~~as such terms are defined in the Loan Agreement~~ii) ~~and~~a ~~maintain minimum Adjusted EBITDA on an ongoing basis~~$2,000,000 ~~measured~~revolving atline ~~the end~~ of ~~each fiscal quarter~~credit. ~~For~~The ~~the period ended January 31, 2024, the Company was not in compliance with certain financial covenants under the~~ Loan Agreement; ~~however,~~is onsecured ~~February~~by 7,substantially ~~2024,~~all ~~the~~of ~~Company received a waiver from WAB pursuant to that certain Third Modification and Waiver (~~the ~~“Third~~assets ~~Modification”)~~of to the ~~Loan Agreement (see Refer to Note 14 – Subsequent Events to our consolidated financial statements included in Part II~~Company, ~~Item~~its 8subsidiaries, ~~“Financial Statements~~ and ~~Supplementary~~certain ~~Data”~~of ~~for~~our ~~additional information regarding the Third Modification~~affiliates.).

~~If we~~The doLoan ~~not~~Agreement ~~maintain~~has ~~compliance~~a ~~with~~five-year ~~all~~term, ofand the ~~continuing~~maximum ~~covenants~~principal ~~and~~amount ~~other~~was ~~terms~~advanced ~~and~~in ~~conditions~~a ofsingle-cash ~~our~~advance ~~existing~~on ~~credit facilities~~ or ~~secure~~ aabout ~~waiver~~the ~~for~~closing ~~any~~date. ~~non-compliance,~~Interest weaccrued ~~could~~under bethe ~~required~~Loan toAgreement ~~repay~~is ~~outstanding~~due ~~borrowings~~monthly, onand anthe ~~accelerated~~Company ~~basis,~~is ~~which~~required ~~could subject us~~ to ~~decreased~~make ~~liquidity~~monthly ~~and~~interest-only ~~other~~payments ~~negative~~through ~~impacts~~the onone-year ~~our~~anniversary ~~business, results~~ of ~~operations~~the ~~and~~closing ~~financial condition~~date. ~~Furthermore,~~From ~~if we~~the ~~needed~~first toanniversary doof ~~so,~~the itclosing ~~may~~date bethrough ~~difficult~~the ~~for~~maturity usdate, tothe ~~find~~Company anis ~~alternative~~required ~~lending~~to ~~source.~~make Inmonthly ~~addition,~~payments ~~because~~of ~~our~~principal ~~assets~~and ~~are~~interest ~~pledged~~that ~~as a~~increase ~~security~~over ~~under~~the ~~our~~term ~~credit~~of ~~facilities,~~the ifagreement. weThe ~~are~~Loan ~~not~~Agreement ~~able~~requires toprincipal ~~cure~~repayments ~~any~~of ~~default~~$500,000 orin ~~repay~~the ~~outstanding~~second ~~borrowings~~year, ~~our~~$1,000,000 ~~assets~~in ~~are subject to~~ the ~~risk~~third ofyear, ~~foreclosure~~$2,000,000 byin ~~our~~the ~~lenders.~~fourth ~~Without~~year, aand ~~sufficient credit facility~~$3,000,000 wein ~~would~~the befifth ~~adversely~~year, ~~affected~~respectively, bywith athe ~~lack~~remaining ofoutstanding ~~access~~principal ~~to liquidity~~balance ~~needed~~and toall ~~operate~~accrued ~~our~~but ~~business.~~unpaid ~~Any~~interest ~~disruption~~due in ~~access~~full toon ~~credit~~the ~~could~~maturity ~~force~~date. usThe toLoan ~~take~~Agreement ~~measures~~may toalso ~~conserve~~require ~~cash,~~early ~~such~~repayments ~~as deferring~~if ~~important~~certain ~~research~~conditions ~~and~~are ~~development expenses, which measures could have a material adverse effect on us~~met.

18The Loan Agreement also includes negative covenants, subject to exceptions, which limit transfers, capital expenditures, indebtedness, certain liens, investments, acquisitions, dispositions of assets, restricted payments and the business activities of the Company, as well as customary representations and warranties, affirmative covenants and events of default, including cross defaults and a change of control default. Specifically, the Loan Agreement requires us to satisfy a Maximum ARR Net Leverage Ratio, Maximum Debt to Adjusted EBITDA Ratio, and Fixed Charge Coverage Ratio (as such terms are defined in the Loan Agreement) and maintain minimum Adjusted EBITDA on an ongoing basis, measured at the end of each fiscal quarter. For the period ended January 31, 2025, the Company was not in compliance with certain financial covenants under the Loan Agreement; however, on March 27, 2025, the Company received a waiver from WAB pursuant to that certain Sixth Modification and Waiver (the “Sixth Modification”) to the Loan Agreement (see Refer to Note 14 – Subsequent Events to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information regarding the Sixth Modification.).

~~Economic conditions~~If inwe do not maintain compliance with the ~~U.S.~~continuing covenants and ~~globally~~other ~~may~~terms ~~have~~and ~~significant~~conditions ~~effects~~of our existing credit facilities or are unable to secure a waiver for any non-compliance, we could be required to repay outstanding borrowings on an accelerated basis, which could subject us to decreased liquidity and other negative impacts on our ~~clients~~business, results of operations and ~~suppliers~~financial ~~that~~condition. ~~could~~Furthermore, it ~~result~~may inbe ~~material~~difficult ~~adverse~~for ~~effects on~~us to find an alternative lending source. In addition, because our assets are pledged as a security under our credit facilities, if we are not able to cure any default or repay outstanding borrowings, our assets are subject to the risk of foreclosure by our lenders. Without a sufficient credit facility, we would be adversely affected by a lack of access to liquidity needed to operate our business. Any disruption in access to credit could force us to take measures to conserve cash, ~~operating~~such ~~results~~as deferring important research and ~~stock~~development ~~price~~expenses, which could have a material adverse effect on the Company.

~~Economic~~ ~~conditions in the U.S. and globally could deteriorate and cause the worldwide economy to enter into a stagnant period that could materially~~ 18 adversely affect our clients’ access to capital or willingness to spend capital on our solutions and services or their levels of cash liquidity with which to pay for solutions that they will order or have already ordered from us. In addition, the ongoing conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets and industries that could negatively impact our operations. The U.S. government, and other governments in jurisdictions in which we operate, have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, is currently unknown and they could adversely affect our business, partners or clients. Challenging economic conditions also would likely negatively impact our business, which could result in: (1) reduced demand for our solutions and services; (2) increased price competition for our solutions and services; (3) increased risk of collectability of cash from our clients; (4) increased risk in potential reserves for doubtful accounts and write-offs of accounts receivable; (5) reduced revenues; and (6) higher operating costs as a percentage of revenues.

~~All of~~Economic ~~the foregoing potential consequences of a deterioration of economic~~ conditions ~~are~~in ~~difficult~~the toU.S. ~~forecast~~ and ~~mitigate.~~globally Asmay ahave ~~consequence, our~~significant ~~operating~~effects ~~results~~on ~~for~~our aclients ~~particular period are difficult to predict,~~ and, ~~therefore,~~suppliers ~~prior~~that ~~results are not necessarily indicative of future results. Any of the foregoing effects~~ could ~~have~~result ain material adverse ~~effect~~effects on our business, operating results ~~of operations,~~ and ~~financial condition and could adversely affect the market price of our common~~ stock ~~and other securities~~price.

Economic conditions in the U.S. and globally could deteriorate and cause the worldwide economy to enter into a stagnant period that could materially adversely affect our clients’ access to capital or willingness to spend capital on our solutions and services or their levels of cash liquidity with which to pay for solutions that they will order or have already ordered from us. In addition, the ongoing conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets and industries that could negatively impact our operations. The ~~variability~~ U.S. government, and other governments in jurisdictions in which we operate, have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, is currently unknown and they could adversely affect our ~~quarterly~~business, partners or clients. Challenging economic conditions also would likely negatively impact our business, which could result in: (1) reduced demand for our solutions and services; (2) increased price competition for our solutions and services; (3) increased risk of collectability of cash from our clients; (4) increased risk in potential reserves for doubtful accounts and write-offs of accounts receivable; (5) reduced revenues; and (6) higher operating ~~results~~costs ~~can~~as bea ~~significant~~percentage of revenues.

~~Our operating~~All ~~results~~of ~~have fluctuated from quarter-to-quarter in~~ the ~~past,~~foregoing ~~and~~potential weconsequences ~~may~~of ~~experience~~a ~~continued~~deterioration ~~fluctuations~~of ineconomic ~~the~~conditions ~~future.~~are ~~Future revenues~~difficult ~~and operating results may vary significantly from quarter-~~to~~-quarter~~ asforecast aand ~~result~~mitigate. ofAs a ~~number of factors~~consequence, ~~many of which are outside of~~ our ~~control.~~operating ~~These~~results ~~factors~~for ~~include:~~a ~~the~~particular ~~relatively~~period ~~large~~are ~~size~~difficult ofto ~~client~~predict, ~~agreements;~~and, ~~unpredictability~~therefore, inprior ~~the~~results ~~number~~are ~~and~~not ~~timing~~necessarily ofindicative ~~software licenses and sales~~ of ~~application~~future ~~hosting~~results. ~~services;~~Any ~~length~~ of the ~~sales~~foregoing ~~cycle;~~effects ~~delays~~could inhave ~~installations;~~a ~~changes~~material inadverse ~~clients’~~effect ~~financial conditions~~on orour ~~budgets;~~business, ~~increased~~results ~~competition;~~of ~~the~~operations, ~~development~~ and ~~introduction~~financial ofcondition ~~new products~~ and ~~services;~~could ~~the~~adversely ~~loss~~affect ~~of significant clients or remarketing partners; changes in government regulations, particularly as they relate to~~ the ~~healthcare~~market ~~industry;~~price ~~the size and growth~~ of ~~the overall healthcare information technology markets; any liability and other claims that may be asserted against us;~~ our ~~ability~~common tostock ~~attract~~ and ~~retain qualified personnel; national and local general economic and market conditions; and~~ other ~~factors discussed in this Report and our other filings with the SEC~~securities.

19The variability of our quarterly operating results can be significant.

Our ~~business~~ operating results have fluctuated from quarter-to-quarter in the past, and we may experience continued fluctuations in the future. Future revenues and operating results may vary significantly from quarter-to-quarter as a result of ~~operations~~a number of factors, many of which are outside of our control. These factors include: the relatively large size of client agreements; unpredictability in the number and timing of software licenses and sales of application hosting services; length of the sales cycle; delays in installations; changes in clients’ financial ~~condition~~conditions ~~has~~or ~~been~~budgets; increased competition; the development and introduction of new products and services; the loss of significant clients or remarketing partners; changes in government regulations, particularly as they relate to the healthcare industry; the size and growth of the overall healthcare information technology markets; any liability and other claims that may ~~continue~~be asserted against us; our ability to ~~be,~~attract ~~materially~~and ~~adversely~~retain ~~affected~~qualified bypersonnel; national and local general economic and market conditions; and other factors discussed in this Annual Report and our other filings with the ~~COVID-19 pandemic~~SEC.

~~The~~ ~~COVID-~~ 19 ~~pandemic, and its attendant economic damage, has had an adverse impact on our revenue and may continue to adversely affect our~~ business, results of operations and financial condition. These and other potential impacts of COVID-19 may continue to materially and adversely affect our business, results of operations and financial condition. We may experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future as a result of the COVID-19 pandemic. For instance, changes in the behavior of customers, businesses and their employees as a result of the COVID-19 pandemic, including social distancing practices, even after formal restrictions have been lifted, are unknown. Furthermore, the financial condition of our customers and vendors may be adversely impacted, which may result in a decrease in the demand for our products, the inability and our franchisees’ ability to operate store locations or a disruption to our supply chain. Any of these events may, in turn, have a material adverse impact our business, results of operations and financial condition.

~~The preparation~~Our business, results of ~~our~~operations and financial ~~statements~~condition ~~requires~~has ~~the~~been, ~~use~~and ofmay ~~estimates~~continue ~~that~~to ~~may~~be, ~~vary~~materially ~~from~~adversely ~~actual~~affected ~~results~~by the COVID-19 pandemic.

The ~~preparation~~ COVID-19 pandemic, and its attendant economic damage, has had an adverse impact on our revenue and may continue to adversely affect our business, results of ~~consolidated~~operations and financial ~~statements~~condition. inThese ~~conformity~~and ~~with~~other ~~U.S.~~potential ~~generally~~impacts ~~accepted~~of ~~accounting~~COVID-19 ~~principles~~may ~~requires~~continue ~~management~~ to ~~make~~materially ~~significant~~and ~~estimates~~adversely ~~that~~ affect ~~the~~our business, results of operations and financial ~~statements~~condition. ~~One~~We ofmay experience adverse impacts to our ~~most~~business ~~critical~~as ~~estimates~~a isresult of any economic recession or depression that has occurred or may occur in the ~~capitalization~~future as a result of ~~software development~~the ~~costs~~COVID-19 pandemic. ~~Due~~For toinstance, changes in the ~~inherent~~behavior ~~nature~~of customers, businesses and their employees as a result of ~~these~~the ~~estimates~~COVID-19 pandemic, weincluding social distancing practices, even after formal restrictions have been lifted, are unknown. Furthermore, the financial condition of our customers and vendors may be ~~required~~adversely toimpacted, ~~significantly~~which ~~increase~~may orresult in a decrease ~~such~~in ~~estimates upon~~the ~~determination~~demand offor our products, the ~~actual~~inability ~~results~~and our franchisees’ ability to operate store locations or a disruption to our supply chain. Any ~~required~~of ~~adjustments~~these ~~could~~events may, in turn, have a material adverse ~~effect~~impact ~~on us and~~ our business, results of operations and financial condition.

~~Failure to~~The ~~improve~~preparation ~~and maintain the quality~~ of ~~internal~~our ~~control over~~ financial ~~reporting~~statements ~~and~~requires ~~disclosure~~the ~~controls~~use ~~and~~of ~~procedures~~estimates orthat ~~other~~may ~~lapses in~~vary ~~compliance~~from ~~could~~actual ~~materially and adversely affect our ability to provide timely and accurate financial information about us or subject us to potential liability~~results.

~~In connection~~The ~~with the~~ preparation of ~~the~~ consolidated financial statements ~~for~~in ~~each~~conformity ofwith ~~our~~U.S. ~~fiscal~~generally ~~years,~~accepted ~~our~~accounting principles requires management ~~conducts~~to amake ~~review of~~significant ~~our~~estimates ~~internal~~that ~~control~~affect ~~over~~the financial ~~reporting~~statements. WeOne ~~are~~of ~~also~~our ~~required~~most tocritical ~~maintain~~estimates ~~effective~~is ~~disclosure~~the ~~controls~~capitalization ~~and~~of ~~procedures~~software development costs. ~~Any failure~~Due to ~~maintain~~the ~~adequate~~inherent ~~controls~~nature orof tothese ~~adequately~~estimates, ~~implement~~we may be required ~~new~~to significantly increase or ~~improved~~decrease ~~controls~~such ~~could~~estimates ~~harm~~upon ~~operating~~determination ~~results,~~of orthe ~~cause failure~~actual toresults. ~~meet~~Any ~~reporting~~required ~~obligations~~adjustments incould have a ~~timely~~material adverse effect on us and ~~accurate~~our ~~manner~~results of operations.

20Failure to improve and maintain the quality of internal control over financial reporting and disclosure controls and procedures or other lapses in compliance could materially and adversely affect our ability to provide timely and accurate financial information about us or subject us to potential liability.

~~Risks Relating~~In toconnection with the preparation of the consolidated financial statements for each of our ~~Common~~fiscal ~~Stock~~years, our management conducts a review of our internal control over financial reporting. We are also required to maintain effective disclosure controls and procedures. Any failure to maintain adequate controls or to adequately implement required new or improved controls could harm operating results, or cause failure to meet reporting obligations in a timely and accurate manner.

~~The~~ ~~market price of our common stock is likely to be highly volatile as the stock market in general can be highly volatile.~~ 20

~~The public~~Risks ~~trading~~Relating ofto our ~~common~~Common ~~stock is based on many factors that could cause fluctuation in the price of our common stock. These factors may include, but are not limited to:~~Stock

●The ~~General economic and~~ market ~~conditions;~~price ~~● Actual or anticipated variations in annual or quarterly operating results; ● Lack~~ of ~~or negative research coverage by securities analysts; ● Conditions or trends in the healthcare information technology industry; ● Changes in the market valuations of other companies in~~ our industry; ● Announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives; ● Announced or anticipated capital commitments; ● Ability to maintain listing of our common stock onis ~~Nasdaq;~~likely ●to ~~Additions~~be orhighly ~~departures~~volatile ofas ~~key~~the ~~personnel; and ● Sales and repurchases of our common~~ stock bymarket ~~us,~~in ~~our~~general ~~officers~~can ~~and~~be ~~directors~~highly ~~or our significant stockholders, if any~~volatile.

~~Most of~~The ~~these factors are beyond our control. Further, as a result of our relatively small~~ public ~~float, our common stock may be less liquid, and the~~ trading ~~price~~of ~~for~~ our common stock ~~may~~is bebased ~~more~~on ~~affected~~many byfactors ~~relatively~~that ~~small~~could ~~volumes~~cause offluctuation ~~trading~~in ~~than is~~ the ~~case~~price ~~for~~of ~~the~~our common ~~stock~~ ~~of companies with a broader public ownership~~stock. These factors may ~~cause the market price of our common stock to decline~~include, ~~regardless of~~but ~~our~~are ~~operating~~not ~~performance~~limited ~~or financial condition.~~to:

~~If equity~~● General economic and market conditions; ● Actual or anticipated variations in annual or quarterly operating results; ● Lack of or negative research coverage by securities analysts; do● ~~not~~Conditions ~~publish~~or ~~research~~trends ~~reports~~in ~~about~~the healthcare information technology industry; ● Changes in the market valuations of other companies in our ~~business~~industry; ● Announcements by us or ifour ~~they~~competitors ~~issue~~of ~~unfavorable~~significant ~~commentary~~acquisitions, strategic partnerships, divestitures, joint ventures or ~~downgrade~~other strategic initiatives; ● Announced or anticipated capital commitments; ● Ability to maintain listing of our common stock, ~~the~~on ~~price~~Nasdaq; ● Additions or departures of key personnel; and ● Sales and repurchases of our common stock ~~could~~by ~~decline~~us, our officers and directors or our significant stockholders, if any.

~~The trading~~Most ~~market~~of ~~for~~these ~~our~~factors ~~common~~are ~~stock~~beyond ~~may~~our ~~rely~~control. inFurther, ~~part~~as ona ~~the~~result ~~research~~of ~~and~~our ~~reports~~relatively ~~that~~small ~~equity~~public ~~research~~float, ~~analysts publish about~~ our ~~business and~~common ~~us.~~stock Wemay dobe ~~not~~less ~~control~~liquid, and the ~~opinions~~trading ~~of these analysts. The~~ price offor our common stock ~~could~~may ~~decline~~be ~~if one or~~ more ~~equity~~effected ~~analysts~~by ~~downgrade our~~relatively ~~stock~~small orvolumes ifof ~~those~~trading ~~analysts~~than ~~issue~~is ~~other~~the ~~unfavorable~~case ~~commentary~~for orthe ~~cease~~common ~~publishing~~stock ~~reports~~of ~~about~~companies ~~our~~with ~~business~~a orbroader uspublic ownership. ~~Furthermore, if~~These nofactors ~~equity~~may ~~research~~cause ~~analysts~~the ~~conduct~~market ~~research~~price orof ~~publish reports about~~ our ~~business~~common ~~and~~stock usto decline, ~~the~~regardless ~~market price~~ of our ~~common~~operating ~~stock~~performance ~~could decline~~or financial condition.

All of our debt obligations and any preferred stock that we may issue in the future will have priority over our common stock with respect to payment in the event of a bankruptcy, liquidation, dissolution or winding up.

In any bankruptcy, liquidation, dissolution or winding up of the Company, our shares of common stock would rank in right of payment or distribution below all debt claims against us and all of our outstanding shares of preferred stock, if any. As a result, holders of our shares of common stock will not be entitled to receive any payment or other distribution of assets in the event of a bankruptcy or upon a liquidation or dissolution until after all of our obligations to our debt holders and holders of preferred stock have been satisfied. Accordingly, holders of our common stock may lose their entire investment in the event of a bankruptcy, liquidation, dissolution or winding up of the Company. Similarly, holders of our preferred stock would rank junior to our debt holders and creditors in the event of a bankruptcy, liquidation, dissolution or winding up of the Company.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

As of January 31, ~~2024~~2025, we had outstanding options and warrants to purchase 673,~~500~~630 and no237,027 shares of the Company’s common stock, respectively. The exercise of such options and warrants and conversion of convertible securities would dilute the ownership percentages of our existing stockholders, and any sales in the public market of common stock underlying such securities could adversely affect prevailing market prices for our common stock. We are generally not restricted from issuing in public or private offerings additional shares of common stock or preferred stock, and other securities that are convertible into or exchangeable for, or that represent a right to receive, common stock or preferred stock or any substantially similar securities. Such offerings represent the potential for a significant increase in the number of outstanding shares of our common stock. The market price of our common stock could decline as a result of sales of common stock, preferred stock or similar securities in the market made after an offering or the perception that such sales could occur.

The issuance of preferred stock could adversely affect holders of shares of our common stock, which may negatively impact your investment.

Our Board of Directors is authorized to issue classes or series of preferred stock without any action on the part of the stockholders. The Board of Directors also has the power, without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including rights and preferences over the shares of common stock with respect to dividends or upon our dissolution, winding-up or liquidation, and other terms. If we issue preferred stock in the future that has a preference over the shares of our common stock with respect to the payment of dividends or upon our dissolution, winding up or liquidation, or if we issue preferred stock with voting rights that dilute the voting power of the shares of our common stock, the rights of the holders of shares of our common stock or the market price of our common stock could be adversely affected.

As of January 31, ~~2024~~2025, we had no shares of preferred stock outstanding.

We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend solely on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. The trading price of our common stock could decline and you could lose all or part of your investment.

Sales of shares of our common stock or securities convertible into our common stock in the public market may cause the market price of our common stock to fall.

The issuance of shares of our common stock or securities convertible into our common stock in an offering from time to time could have the effect of depressing the market price for shares of our common stock. In addition, because our common stock is thinly traded, resales of shares of our common stock by our largest stockholders or insiders could have the effect of depressing market prices for our common stock.

If ~~we are unable to maintain compliance with Nasdaq listing requirements, our stock could be delisted, and the trading price, volume and~~ 22 ~~marketability of our stock could be adversely affected.~~

~~Our common~~If ~~stock~~we isare ~~listed~~unable onto ~~The Nasdaq Capital Market. To~~ maintain ~~listing~~compliance onwith ~~The~~ Nasdaq ~~Capital~~listing ~~Market~~requirements, weour ~~must~~stock ~~satisfy~~could ~~minimum~~be ~~financial and~~delisted, ~~other continued listing requirements~~ and ~~standards, including~~ the ~~Minimum~~trading ~~Bid~~price, ~~Price~~volume ~~Requirement (as discussed below)~~ and ~~those~~marketability ~~regarding director~~of ~~independence~~our ~~and~~stock ~~independent~~could ~~committee~~be ~~requirements,~~adversely ~~minimum stockholders’ equity, and certain corporate governance requirements~~affected.

~~We are~~Our ~~required~~common tostock ~~maintain~~is alisted ~~minimum~~on ~~bid~~The ~~price~~Nasdaq ofCapital $1Market.00 ~~per~~To ~~share.~~maintain Onlisting ~~October~~on ~~24,~~The ~~2023, we received a letter from the Listing Qualifications Department (the “Staff”) of the~~ Nasdaq ~~Stock~~Capital Market, ~~indicating~~we ~~that~~must ~~the~~satisfy ~~closing~~minimum ~~bid~~financial ~~price~~and ofother ~~our~~continued ~~common~~listing ~~stock~~requirements ~~had~~and ~~been~~standards, ~~below~~ including the ~~minimum~~Minimum ~~bid~~Bid ~~price~~Price ofRequirement ~~$1.00~~and ~~per~~those ~~share~~regarding ~~for~~director ~~the~~independence ~~previous~~and 30independent ~~consecutive~~committee ~~business days~~requirements, ~~which~~minimum isstockholders’ ~~required~~equity, ~~for~~and ~~continued~~certain ~~listing~~corporate ongovernance ~~The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”)~~requirements.

22There can be no assurance that the Company will be able to maintain compliance with the continued listing requirements and standards of The Nasdaq Capital Market. In the event that our common stock is delisted from The Nasdaq Capital Market and is not eligible for quotation or listing on another market or exchange, trading of our common stock could be conducted only in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.

~~In accordance~~Such ~~with~~a ~~Nasdaq~~delisting ~~Listing~~would ~~Rule~~also ~~5810(c)(3)(A),~~likely ~~Nasdaq~~have ~~has~~a ~~provided~~negative ~~the~~effect ~~Company~~on ~~with 180 calendar days, or until April 22, 2024, to regain compliance with~~ the ~~Minimum~~price ~~Bid~~of ~~Price Requirement. During this period,~~ our common stock ~~will~~and ~~continue~~would toimpair ~~trade~~your ~~uninterrupted~~ability ~~on The~~to ~~Nasdaq~~sell ~~Capital~~or ~~Market~~purchase ~~under the symbol “STRM.” To regain compliance, the closing bid price of~~ our common stock ~~must~~when ~~be at~~you ~~least~~wish ~~$1.00~~to ~~for~~do ~~a minimum of 10 consecutive business days at any time before April 22, 2024~~so. IfIn ~~by April 22, 2024,~~ the ~~Company~~event ~~cannot demonstrate~~of ~~compliance~~a ~~with the Minimum Bid Price Requirement~~delisting, itwe may betake ~~eligible~~actions ~~for additional time, subject~~ to ~~meeting~~restore ~~the~~our ~~continued listing~~compliance ~~requirements~~with ~~for~~ The Nasdaq ~~Capital~~Stock Market,’s ~~with~~continued ~~the~~listing ~~exception~~requirements ofand ~~the~~standards, ~~Minimum~~but ~~Bid~~we ~~Price~~can ~~Requirement.~~provide Ifno ~~the~~assurance ~~Company~~that ~~meets~~any ~~these requirements,~~such weaction ~~will~~taken ~~have~~by anus ~~additional~~would ~~180~~allow ~~calendar~~our ~~days~~common stock to ~~comply~~become ~~with~~listed ~~the~~again, ~~Minimum~~stabilize ~~Bid~~the ~~Price~~market ~~Requirement~~price toor ~~maintain~~improve the ~~listing~~liquidity of our common stock, onprevent ~~The~~our ~~Nasdaq~~common ~~Capital~~stock ~~Market.~~from Ifdropping webelow ~~are not eligible for~~ the ~~second~~Minimum ~~compliance~~Bid ~~period,~~Price ~~the~~Requirement ~~Staff~~or ~~will~~prevent ~~provide~~future ~~notice that~~non-compliance ~~our~~with ~~common~~the ~~stock~~continued ~~will~~listing berequirements ~~subject~~and tostandards ~~delisting,~~of ~~which~~The ~~determination may be appealed to the~~ Nasdaq ~~Hearings Panel~~Capital Market.

~~There~~ ~~can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if we maintain compliance~~ 23 with the other listing requirements. In the event that our common stock is delisted from The Nasdaq Capital Market and is not eligible for quotation or listing on another market or exchange, trading of our common stock could be conducted only in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.

~~Such a~~Note ~~delisting~~Regarding ~~would~~Risk also likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we may take actions to restore our compliance with The Nasdaq Stock Market’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Minimum Bid Price Requirement or prevent future non-compliance with The Nasdaq Stock Market’s listing requirements.Factors

23The risk factors presented above are all of the ones that we currently consider material. However, they are not the only ones facing the Company. Additional risks not presently known to us, or which we currently consider immaterial, may also adversely affect us. There may be risks that a particular investor views differently from us, and our analysis might be wrong. If any of the risks that we face actually occur, our business, financial condition and operating results could be materially adversely affected and could differ materially from any possible results suggested by any forward-looking statements that we have made or might make. In such case, the market price of our common stock or other securities could decline and you could lose all or part of your investment. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

~~Note Regarding~~Item ~~Risk~~1B. ~~Factors~~Unresolved Staff Comments

~~The risk factors presented above are all of the ones that we currently consider material~~None. However, they are not the only ones facing the Company. Additional risks not presently known to us, or which we currently consider immaterial, may also adversely affect us. There may be risks that a particular investor views differently from us, and our analysis might be wrong. If any of the risks that we face actually occur, our business, financial condition and operating results could be materially adversely affected and could differ materially from any possible results suggested by any forward-looking statements that we have made or might make. In such case, the market price of our common stock or other securities could decline and you could lose all or part of your investment. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 1B 1C. ~~Unresolved Staff Comments~~Cybersecurity

~~None.~~Risk Management and Strategy

~~Item 1C.~~We ~~Cybersecurity~~ recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to maintain the security, confidentiality, integrity, and availability of our business systems and confidential information, including personal information and intellectual property.

~~Risk~~ Our cybersecurity program includes systems and processes for assessing, identifying and managing material risks from cybersecurity threats and include maintenance and monitoring of information security policies aligned with information technology controls; user and employee awareness of cybersecurity policies and practices; information systems configuration management; and infrastructure security systems. Management makes concerted efforts to select third-party software providers with a demonstrated track-record of effectively addressing cybersecurity concerns. In event of a cybersecurity incident, we would rely upon these providers. We have developed and ~~Strategy~~implemented cybersecurity and data privacy processes and procedures that are informed by recognized cybersecurity frameworks and standards, including Microsoft Azure CSPM and SOC 2. We use this framework, together with information collected from periodic manual assessments and automated testing, to tailor aspects of our cybersecurity practices given the nature of our assets, operations and business.

~~We recognize~~The ~~the~~members ~~critical importance~~ of ~~developing,~~our ~~implementing,~~information ~~and~~technology ~~maintaining~~team ~~robust~~actively ~~cybersecurity~~monitor ~~measures~~threats to ~~maintain~~ the ~~security, confidentiality,~~information ~~integrity,~~technology environment and ~~availability~~work ofwith our ~~business~~third-party ~~systems~~service providers to monitory cybersecurity threats. In light of the Company’s current size and ~~confidential~~limited ~~information~~personnel, ~~including~~management ~~personal~~believes ~~information~~relying on experienced third-party providers is the most prudent and ~~intellectual~~ ~~property~~cost-effective course.

As of the date of this Annual Report, there have been no cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, operations, or financial condition. For more information on how cybersecurity risk could materially affect our company’s business strategy, results of operations, or financial condition, please refer to the “Risk Factors” section of this Annual Report.

Our cybersecurity program includes systems and processes for assessing, identifying and managing material risks from cybersecurity threats and include maintenance and monitoring of information security policies aligned with information technology controls; user and employee awareness of cybersecurity policies and practices; information systems configuration management; and infrastructure security systems. Management makes concerted efforts to select third-party software providers with a demonstrated track-record of effectively addressing cybersecurity concerns. In event of a cybersecurity incident, we would rely upon these providers. We have developed and implemented cybersecurity and data privacy processes and procedures that are informed by recognized cybersecurity frameworks and standards, including Microsoft Azure CSPM and SOC 2. We use this framework, together with information collected from periodic manual assessments and automated testing, to tailor aspects of our cybersecurity practices given the nature of our assets, operations and business.Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our Board of Directors and management. Our Board of Directors is responsible for general cybersecurity risk oversight and stays informed on data privacy and information security issues and vulnerabilities that may be applicable to the Company. Our Board of Directors reviews and evaluates management’s evaluation and mitigation of cybersecurity risks as part of its oversight of the Company’s risk management program. Management periodically reviews cybersecurity risks and risk mitigation plans and activities with the Board of Directors. We outsource most aspects of our information technology management and these third-party providers are available to address any cybersecurity issues that may arise.

~~The~~ ~~members of our information technology team actively monitor threats to the information technology environment and work with our~~ 24 third-party service providers to monitory cybersecurity threats. In light of the Company’s current size and limited personnel, management believes relying on experienced third-party providers is the most prudent and cost-effective course.

~~As of~~Item ~~the date of this Annual Report, there have been no cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, operations, or financial condition~~2. For more information on how cybersecurity risk could materially affect our company’s business strategy, results of operations, or financial condition, please refer to the “Risk Factors” section of this Annual Report.Properties

~~Governance~~In March 2020, the Company moved its principal offices to a subleased office space at 11800 Amber Park Drive, Suite 125, Alpharetta, Georgia 30009. The office space totals 7,409 square feet and the sublease expired on March 31, 2023. In October 2021, we subleased this space to a third party for the remaining lease period.

~~Cybersecurity is~~On anAugust ~~important~~16, ~~part~~2021, ofcontemporaneous ~~our~~with ~~risk~~the ~~management~~acquisition ~~processes~~of ~~and~~Avelead, anthe ~~area~~Company ofassumed ~~focus~~a ~~for~~lease ~~our Board~~ of ~~Directors~~office ~~and~~space ~~management.~~at ~~Our~~1172 ~~Board~~Satellite ofBoulevard ~~Directors is~~NW, ~~responsible~~Office ~~for~~Suite ~~general~~100, ~~cybersecurity~~Suwannee, ~~risk~~Georgia ~~oversight~~30024. ~~and~~The ~~stays~~lease ~~informed~~expired on ~~data~~February ~~privacy~~28, ~~and information security issues and vulnerabilities that may be applicable to the Company~~2022. ~~Our~~The ~~Board~~lease ofwas ~~Directors~~renewed ~~reviews~~in ~~and~~February ~~evaluates~~2022 ~~management’s~~for ~~evaluation~~one ~~and~~year ~~mitigation~~on ofsubstantially ~~cybersecurity risks~~the assame ~~part~~terms. ofThe ~~its~~tenant ~~oversight~~ of the ~~Company’s~~lease ~~risk~~is ~~management~~an ~~program.~~entity ~~Management~~controlled ~~periodically~~by ~~reviews~~the ~~cybersecurity~~former ~~risks~~owner ~~and risk~~of ~~mitigation~~Avelead ~~plans~~ and ~~activities~~former ~~with~~Chief ~~the~~Strategy ~~Board~~Officer of ~~Directors~~the Company. WeThe ~~outsource~~lease ~~most~~expired ~~aspects~~on ofFebruary ~~our~~28, ~~information~~2023 ~~technology management~~ and ~~these~~was ~~third-party~~not ~~providers are available to address any cybersecurity issues that may arise~~renewed.

24The Company relies on a virtual office model and does not have a physical office space. Membership agreements and daily space rentals are leveraged by the Company when groups need to meet in person. Our mailing address is 2400 Old Milton Pkwy, Box 1353, Alpharetta, GA 30009. We believe the virtual environment is adequate for the Company’s current and planned future operations. Suitable alternative space is available to accommodate the expansion of the Company’s operations.

Item 2 3. ~~Properties~~Legal Proceedings

~~In March~~We ~~2020~~are, ~~the~~from ~~Company~~time ~~moved~~to ~~its~~time, ~~principal~~a ~~offices~~party to avarious ~~subleased~~legal ~~office~~proceedings ~~space~~and atclaims, ~~11800~~which ~~Amber~~arise ~~Park~~in ~~Drive,~~the ~~Suite~~ordinary ~~125,~~course ~~Alpharetta,~~of ~~Georgia 30009~~business. ~~The~~We ~~office~~are ~~space~~not ~~totals~~aware ~~7,409~~of ~~square~~any ~~feet~~legal ~~and~~matters ~~the~~that ~~sublease~~could ~~expired~~have ona ~~March~~material ~~31,~~adverse ~~2023.~~effect Inon ~~October~~our ~~2021,~~consolidated weresults ~~subleased~~of ~~this~~operations, ~~space to~~financial aposition ~~third~~or ~~party~~cash ~~for the remaining lease period~~flows.

~~On August~~Item ~~16, 2021, contemporaneous with the acquisition of Avelead, the Company assumed a lease of office space at 1172 Satellite Boulevard NW, Office Suite 100, Suwannee, Georgia 30024~~4. ~~The~~Mine ~~lease~~Safety expired on February 28, 2022. The lease was renewed in February 2022 for one year on substantially the same terms. The tenant of the lease is an entity controlled by the former owner of Avelead and former Chief Strategy Officer of the Company. The lease expired on February 28, 2023 and was not renewed.Disclosures

~~Prior to~~Not occupying the subleased office space located in Alpharetta, Georgia, the Company occupied shared office space under a membership agreement which provides for membership fees based on the number of contracted seatsapplicable.

~~The~~ ~~Company has moved to a virtual office model and does not have a physical office space. Membership agreements and daily space rentals~~ 25 are leveraged by the Company when groups need to meet in person. Our mailing address is 2400 Old Milton Pkwy, Box 1353, Alpharetta, GA 30009. We believe the virtual environment is adequate for the Company’s current and planned future operations. Suitable alternative space is available to accommodate expansion of the Company’s operations.

~~Item 3.~~PART ~~Legal Proceedings~~II

~~We are,~~Item ~~from~~5. ~~time~~Market toFor ~~time,~~Registrant’s aCommon ~~party~~Equity, toRelated ~~various~~Stockholder ~~legal~~Matters ~~proceedings~~ and ~~claims,~~Issuer ~~which~~Purchases ~~arise in the ordinary course~~ of ~~business.~~Equity ~~We are not aware of any legal matters that could have a material adverse effect on our consolidated results of operations, financial position or cash flows.~~Securities

~~Item 4.~~The ~~Mine~~Company’s ~~Safety~~common ~~Disclosures~~stock trades on The Nasdaq Capital Market under the symbol STRM.

~~Not applicable~~According to the Company’s stock transfer agent’s records, the Company had 112 stockholders of record as of April 28, 2025. Because brokers and other institutions on behalf of stockholders hold many of such shares, the Company is unable to determine with complete accuracy the current total number of stockholders represented by these record holders. The Company estimates that it has approximately 2,800 stockholders, based on information provided by Broadridge Financial Solutions.

25The Company has never declared or paid any cash dividends on its common stock and does not currently intend to do so for the foreseeable future. The Company currently intends to invest its future earnings, if any, to fund its growth.

~~PART II~~During the fiscal year ended January 31, 2025, we issued 68,235 shares of common stock to 180 Consulting (as defined below) as compensation for services provided pursuant to the Master Services Agreement, effective March 19, 2020, by and between the Company and 180 Consulting and related statements of work. The shares were issued in reliance on the exemption from registration available under Section 4(a)(2) of the Securities Act and the certificates representing such shares have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or pursuant to an exemption from such registration.

~~Item 5.~~180 ~~Market~~Consulting ~~For~~has ~~Registrant’s~~earned, ~~Common~~cumulatively, ~~Equity~~through the Master Services Agreement, ~~Related~~218,581 ~~Stockholder~~shares ~~Matters~~of ~~and~~common ~~Issuer~~stock ~~Purchases~~through January 31, 2025. 62,928 shares of ~~Equity~~common ~~Securities~~stock were earned but not issued as of January 31, 2025.

~~The~~ On May 7, 2024, the Company’s filed a Registration Statement on Form S-3 (Registration No. 333-279190), as amended by that certain Pre-Effective Amendment No. 1 to Form S-3 filed on May 24, 2024, for purpose of registering for resale 37,647 shares of common stock ~~trades~~issued onto ~~the~~180 ~~NASDAQ~~Consulting. ~~Capital~~The ~~Market~~Registration ~~under~~Statement was declared effective by the ~~symbol~~SEC ~~STRM~~on June 10, 2024. See Note 12 – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”.

~~According to~~The ~~the~~following ~~Company’s~~table ~~stock~~sets ~~transfer~~forth ~~agent’s~~information ~~records,~~with ~~the~~respect ~~Company~~to ~~had~~our ~~215~~repurchases ~~stockholders~~ of ~~record~~common asstock ofduring ~~April 29, 2024. Because brokers and other institutions on behalf of stockholders hold many of such shares,~~ the ~~Company~~three ismonths ~~unable~~ended toJanuary ~~determine with complete accuracy the current total number of stockholders represented by these record holders. The Company estimates that it has approximately 2~~31,~~728~~ ~~stockholders, based on information provided by Broadridge Financial Solutions.~~2025:

The Company has never declared or paid any cash dividends on its common stock and does not currently intend to do so for the foreseeable future. The Company currently intends to invest its future earnings, if any, to fund its growth.

					Total Number of Shares		Maximum Number of
					Purchased as Part of		Shares that May Yet Be
	Total Number of Shares		Average Price Paid		Publicly Announced		Purchased under the
	Purchased (1)		per Share		Plans or Programs		Plans or Programs
November 1 - November 30		1,424	$	2.33		—		—
December 1 - December 31		327		2.94		—		—
January 1 - January 31		385		3.71		—		—
Total		2,136	$	2.67		—		—

~~For the fiscal year ended January 31, 2024, we issued an aggregate of 459,117 shares of common stock to 180 Consulting~~ (~~as defined below~~1) as ~~compensation~~Amount ~~for~~represents ~~services~~shares ~~provided~~surrendered ~~pursuant to the Master Services Agreement, effective March 19, 2020,~~ by ~~and~~employees ~~between~~to ~~the~~satisfy ~~Company and~~tax ~~180~~withholding ~~Consulting~~obligations ~~and~~resulting ~~related statements of work. The shares were issued in reliance on the exemption~~ from ~~registration~~restricted ~~available~~stock ~~under Section 4(a)(2) of the Securities Act and the certificates representing such shares have a legend imprinted on them stating~~ that ~~the~~vested ~~shares~~during ~~have not been registered under~~ the ~~Securities~~three ~~Act~~months ~~and cannot~~ended beJanuary ~~transferred~~31, ~~until properly registered under the Securities Act or pursuant to an exemption from such registration~~2025.

180 Consulting has earned, cumulatively, through the Master Services Agreement, 1,479,911 shares of common stock through January 31, 2024. 206,517 shares of common stock were earned but not issued as of the end of our fiscal year ended January 31, 2024. In June 2023, the Company filed a Registration Statement on Form S-3 to register 394,127 shares of common stock that were previously issued to 180 Consulting pursuant to Rule 416 of the Securities Act of 1933. See Note 12 – Commitments and Contingencies to our consolidated financial statements included in Part II, Item ~~8, “Financial Statements and Supplementary Data”~~6. [Reserved]

~~The~~ ~~following table sets forth information with respect to our repurchases of common stock during the three months ended January 31,~~ 26 ~~2024:~~

	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs
November 1 - November 30		14,529	$	0.43		—		—
December 1 - December 31		—		—		—		—
January 1 - January 31		—		—		—		—
Total		14,529	$	0.43		—		—

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~(1)~~Executive ~~Amount represents shares surrendered by employees to satisfy tax withholding obligations resulting from restricted stock that vested during the three months ended January 31, 2024.~~Overview

~~Item 6~~The Company has identified its primary role as aiding healthcare providers to enhance their revenue cycle management by concentrating on the intermediary stages of the revenue cycle, specifically from initial charge capture to bill drop. ~~[Reserved]~~This strategic focus remains consistent as the Company continues to prioritize initiatives within this segment. Our clients predominantly consist of acute-care hospital systems and their affiliated clinics.

26Our commitment to this segment is underscored by our two flagship software solutions: RevID and eValuator. The Company is dedicated to spearheading an industry-wide effort aimed at improving the financial performance of healthcare providers by shifting billing interventions upstream to enhance coding accuracy. As a result of our solutions, clients have reduced revenue leakage, mitigated risks of under-billing and over-billing, and reduced both denials and accounts receivable turnover.

~~Item 7~~By focusing on the intermediary stages of the revenue cycle, we believe we offer a distinctive and compelling value proposition that can help us attract more clients. ~~Management’s~~Through ~~Discussion~~innovation and ~~Analysis~~strategic acquisitions, we have broadened our target markets beyond inpatient facilities to encompass outpatient centers, clinics, and physician practices. Our suite of ~~Financial~~revenue ~~Condition~~cycle solutions, including eValuator and ~~Results~~RevID, is highly competitive, enabling us to secure five significant new clients and our first enterprise client (using multiple products) in fiscal 2024. These clients represent some of ~~Operations~~the most renowned names in healthcare, reflecting our salesforce’s emphasis on industry-leading organizations whose processes often serve as benchmarks for smaller facilities.

~~Executive Overview~~On October 16, 2023, the Company announced it was executing a strategic restructuring designed to reduce expenses while maintaining the Company’s ability to expand its SaaS business (the “Strategic Restructuring”). The Strategic Restructuring initiatives included a reduction in force, resulting in the termination of 26 employees, or approximately 24% of the Company’s workforce. To execute the Strategic Restructuring, the Company recognized one-time restructuring costs associated with the workforce reduction of $759,000, which consisted of approximately $731,000 in severance and other employee termination-related expenses and approximately $28,000 in incurred legal fees, in fiscal 2023. As of January 31, 2025, the Company has recorded all expenses related to the Strategic Restructuring.

The Company has identified its primary role as aiding healthcare providers to enhance their revenue cycle management by concentrating on the intermediary stages of the revenue cycle, specifically from initial charge capture to bill drop. This strategic focus remains consistent as the Company continues to prioritize initiatives within this segment. Our clients predominantly consist of acute-care hospital systems and their affiliated clinics.Acquisitions

~~Our commitment~~On toAugust ~~this~~16, ~~segment~~2021, isthe ~~underscored~~Company bycompleted ~~our~~an ~~two~~acquisition ~~flagship~~of ~~software~~Avelead, ~~solutions:~~a ~~RevID~~recognized ~~and~~leader ~~eValuator.~~in ~~The~~providing ~~Company~~solutions isand ~~dedicated~~services to ~~spearheading~~ animprove ~~industry-wide~~revenue ~~effort~~integrity ~~aimed~~for ~~at improving the financial performance of~~ healthcare providers bynationwide. ~~shifting~~Refer ~~billing interventions upstream~~ to ~~enhance~~Note ~~coding~~3 ~~accuracy.~~– AsBusiness aCombination ~~result~~in of our ~~solutions,~~consolidated ~~clients~~financial ~~have~~statements ~~reduced~~included ~~revenue~~in ~~leakage~~Part I, ~~mitigated risks~~Item ~~of under-billing and over-billing~~I, ~~and~~“Financial ~~reduced~~Statements” ~~both~~for ~~denials~~further ~~and~~information ~~accounts~~on ~~receivable~~the ~~turnover~~Avelead acquisition.

By focusing on the intermediary stages of the revenue cycle, we believe we offer a distinctive and compelling value proposition that can help us attract more clients. Through innovation and strategic acquisitions, we have broadened our target markets beyond inpatient facilities to encompass outpatient centers, clinics, and physician practices. Our suite of revenue cycle solutions, including eValuator and RevID, is highly competitive, enabling us to secure five significant new clients and our first enterprise client (using multiple products) in fiscal 2023. These clients represent some of the most renowned names in healthcare, reflecting our salesforce’s emphasis on industryMacro-~~leading~~Economic ~~organizations whose processes often serve as benchmarks for smaller facilities.~~Conditions

~~On October~~Regardless ~~16,~~of ~~2023,~~ the ~~Company~~state announced it was executing a strategic restructuring designed to reduce expenses while maintaining the Company’s ability to expand its SaaS business (the “Strategic Restructuring”). The Strategic Restructuring initiatives included a reduction in force, resulting in the termination of ~~26 employees, or approximately 24% of~~ the ~~Company’s~~Affordable ~~workforce.~~Care ~~To execute the Strategic Restructuring~~Act, the ~~Company~~healthcare ~~recognized~~industry ~~one-time~~continues ~~restructuring~~to ~~costs~~face ~~associated~~sweeping ~~with~~changes ~~the~~and ~~workforce~~new ~~reduction~~standards of ~~$759,000, which~~care ~~consisted~~that ofare ~~approximately~~putting ~~$731,000~~greater inpressure ~~severance~~on ~~and~~healthcare ~~other~~providers ~~employee termination-related expenses and approximately $28,000 in incurred legal fees, in fiscal 2023. The Company expects~~ to ~~realize~~be ~~approximately~~more ~~$5,800,000~~efficient in ~~annualized~~every ~~cost~~aspect ~~savings as a result~~ of ~~the~~their ~~Strategic Restructuring~~operations. ~~Approximately~~We ~~60%~~believe ofthese ~~the~~changes ~~expected~~represent ~~savings~~ongoing ~~related~~opportunities tofor ~~the~~our ~~reduction~~Company into ~~force~~work ~~were~~with ~~realized~~our ~~during~~direct ~~the~~clients ~~fourth quarter~~and ofvarious ~~fiscal~~resellers ~~2023.~~to ~~The~~provide ~~remaining~~information ~~expected~~technology ~~cost~~solutions ~~savings are vendor-related expenses which are expected~~ to behelp ~~recognized~~providers ~~beginning in~~meet ~~the~~these ~~first~~new ~~quarter of fiscal 2024~~requirements.

~~Acquisitions~~The COVID-19 pandemic, and its attendant economic damage, had an adverse impact on our revenue. Our healthcare clients were significantly impacted by the pandemic, and continue to struggle with high turnover rates and a challenging labor market in clinical and administrative departments resulting in a backlog of IT projects. As a result, our market has become highly unpredictable, diminishing our ability to accurately forecast the timing of sales and implementations.

On ~~August 16, 2021, the Company completed an acquisition of Avelead, a recognized leader in providing solutions and services to improve~~ 27 revenue integrity for healthcare providers nationwide. The Company believes Avelead’s solutions will complement and extend the value the Company can deliver to its clients. Refer to Note 3 – Business Combination in our consolidated financial statements included in Part I, Item I, “Financial Statements” for further information on the Avelead acquisition.

~~Macro-Economic Conditions~~Results of Operations

~~Regardless of~~Statements ~~the state~~ of ~~the~~Operations ~~Affordable~~for ~~Care Act,~~ the ~~healthcare~~fiscal ~~industry~~years ~~continues~~ended toJanuary ~~face~~31, ~~sweeping~~2025 ~~changes~~ and ~~new~~2024 ~~standards of care that are putting greater pressure on healthcare providers to be more efficient~~ (in every aspect of their operations. We believe these changes represent ongoing opportunities for our Company to work with our direct clients and various resellers to provide information technology solutions to help providers meet these new requirements.thousands):

The COVID-19 pandemic, and its attendant economic damage, had an adverse impact on our revenue. Our healthcare clients were significantly impacted by the pandemic, and continue to struggle with high turnover rates and a challenging labor market in clinical and administrative departments resulting in a backlog of IT projects. As a result, our market has become highly unpredictable, diminishing our ability to accurately forecast the timing of sales and implementations.

	Fiscal Year
	2024			2023			$ Change			% Change
Software as a Service	$	11,839		$	14,075		$	(2,236	)		(16	)%
Maintenance and Support		3,490			4,318			(828	)		(19	)%
Professional fees and licenses		2,572			4,203			(1,631	)		(39	)%
Total revenues		17,901			22,596			(4,695	)		(21	)%
Cost of sales		9,562			11,053			(1,491	)		(13	)%
Selling, general and administrative		11,739			14,710			(2,971	)		(20	)%
Research and development		4,629			5,704			(1,075	)		(19	)%
Impairment of goodwill		—			9,813			(9,813	)		(100	)%
Impairment of long-lived assets		—			963			(963	)		(100	)%
Total operating expenses		25,930			42,243			(16,313	)		(39	)%
Operating loss		(8,029	)		(19,647	)		11,618			59	%
Other (expense) income, net		(2,130	)		904			(3,034	)		(336	)%
Income tax benefit		—			46			(46	)		(100	)%
Net loss	$	(10,159	)	$	(18,697	)	$	8,538			46	%
Adjusted EBITDA(1)	$	(1,296	)	$	(1,386	)	$	90			6	%

27(1) Non-GAAP measure meaning net earnings (loss) before net interest expense, tax (expense) benefit, depreciation, amortization, stock-based compensation expense, transactional and other expenses that do not relate to our core operations. See “Use of Non-GAAP Financial Measures” below for additional information and reconciliation.

~~Results~~ ~~of Operations~~ 28

~~Statements of~~The ~~Operations~~following table sets forth, for ~~the~~each fiscal ~~years~~year ~~ended~~indicated, ~~January~~certain ~~31,~~operating ~~2024~~data ~~and~~as ~~2023~~percentages ~~(in~~of ~~thousands)~~total revenues:

	2024			2023			$ Change			% Change
Software as a Service	$	14,075		$	12,326		$	1,749			14	%
Maintenance and Support		4,318			4,483			(165	)		(4	)%
Professional fees and licenses		4,203			8,080			(3,877	)		(48	)%
Total revenues		22,596			24,889			(2,293	)		(9	)%
Cost of sales		11,053			13,395			(2,342	)		(17	)%
Selling, general and administrative		14,710			16,283			(1,573	)		(10	)%
Research and development		5,704			6,042			(338	)		(6	)%
Impairment of goodwill		9,813			—			9,813			100	%
Impairment of long-lived assets		963			—			963			100	%
Total operating expenses		42,243			35,720			6,523			18	%
Operating loss		(19,647	)		(10,831	)		(8,816	)		81	%
Other (expense) income, net		904			(477	)		1,381			(290	)%
Income tax benefit (expense)		46			(71	)		117			(165	)%
Net loss	$	(18,697	)	$	(11,379	)	$	(7,318	)		(64	)%
Adjusted EBITDA(1)	$	(1,386	)	$	(3,757	)	$	2,371			63	%

Statements of Operations (1)

(1) Non-GAAP measure meaning net earnings (loss) before net interest expense, tax (expense) benefit, depreciation, amortization, stock-based compensation expense, transactional and other expenses that do not relate to our core operations. See “Use of Non-GAAP Financial Measures” below for additional information and reconciliation.

	Fiscal Year
	2024			2023
Software as a service		66.1	%		62.3	%
Maintenance and support	19.5				19.1
Professional fees and licenses		14.4			18.6
Total revenues		100	%		100	%
Cost of sales		53.4	%		48.9	%
Selling, general and administrative		65.6			65.1
Research and development		25.9			25.2
Impairment of goodwill		—			43.4
Impairment of long-lived assets		—			4.3
Total operating expenses		144.9	%		186.9	%
Operating loss		(44.9	)%		(86.9	)%
Other (expense) income, net		(11.9	)		4.0
Income tax benefit		—			0.2
Net loss		(56.8	)%		(82.7	)%

Cost of Sales to Revenues ratio, by revenue stream:
Software as a service		50.2	%		46.7	%
Maintenance and support		4.7	%		7.3	%
Professional fees and licenses		134.5	%		99.1	%

28(1) A significant percentage of the operating costs are incurred at levels that are not necessarily correlated with revenue levels, therefore, a variation in the timing of software licenses and installations and the resulting revenue recognition can cause significant variations in operating results. As a result, period-to-period comparisons may not be meaningful with respect to the past results nor are they necessarily indicative of the future results of the Company in the near or long-term. The data in the table is presented solely for the purpose of reflecting the relationship of various operating elements to revenues for the periods indicated.

~~The following~~Comparison ~~table~~of ~~sets~~Fiscal ~~forth,~~2024 ~~for~~with ~~each~~Fiscal ~~fiscal year indicated, certain operating data as percentages of total revenues:~~2023

~~Statements of Operations (1)~~Revenues

	Fiscal Year						2024 to 2023 Change
	2023			2022
(in thousands):	2024			2023			$			%
Software as a service	$	~~62.3~~11,839	%	$	~~49.5~~14,075	%	$	(2,236	)		(16	)%
Maintenance and support		~~19.1~~3,490			~~18.0~~4,318			(828	)		(19	)%
Professional fees and licenses		~~18.6~~2,572			~~32.5~~4,203			(1,631	)		(39	)%
Total revenues		100	%		100	%
Total Revenues	$	17,901		$	22,596		$	(4,695	)		(21	)%
Cost of sales		48.9	%		53.8	%
Selling, general and administrative		65.1			65.4
Research and development		25.2			24.3
Impairment of goodwill		43.4			—
Impairment of long-lived assets		4.3			—
Total operating expenses		186.9	%		143.5	%
Operating loss		(86.9	)%		(43.5	)%
Other (expense) income, net		4.0			(1.9	)
Income tax benefit (expense)		0.2			(0.3	)
Net loss		(82.7	)%		(45.7	)%
Cost of Sales to Revenues ratio, by revenue stream:
Software as a service		46.7	%		51.6	%
Maintenance and support		7.3	%		9.5	%
Professional fees and licenses		99.1	%		81.8	%

Software as a service (1SaaS) ~~Because~~— aRevenues ~~significant~~from ~~percentage~~SaaS are primarily comprised of the ~~operating~~Company’s ~~costs~~flagship ~~are~~products: eValuator ~~incurred~~and atRevID. ~~levels~~Revenues ~~that~~from ~~are~~SaaS ~~not~~in ~~necessarily~~fiscal ~~correlated~~2024 ~~with~~were ~~revenue~~$11,839,000, ~~levels~~as compared to $14,075,000 ain ~~variation~~fiscal 2023. The $2,236,000 decrease in SaaS revenue was primarily attributable to client non-renewals. In fiscal 2023, the ~~timing~~Company received notice from a significant SaaS client of ~~software~~its ~~licenses~~intent ~~and~~not ~~installations~~to ~~and~~renew its contract following the ~~resulting~~expiration of the current term on December 31, 2023. Fiscal 2024 SaaS revenue ~~recognition~~reflects ~~can~~losing ~~cause~~eleven ~~significant~~months ~~variations~~of inrevenue ~~operating~~related ~~results.~~to Asthat aclient ~~result,~~compared ~~period-~~to~~-period~~ ~~comparisons~~fiscal ~~may~~2023, ~~not~~totaling be$3,812,000. ~~meaningful~~There ~~with~~was ~~respect~~no torevenue ~~the~~recognized ~~past~~for ~~results~~that ~~nor~~client ~~are~~in ~~they~~fiscal ~~necessarily~~2024. New ~~indicative~~client ofgo ~~the~~lives ~~future~~and ~~results~~incremental offull-year revenue from prior go lives provided the ~~Company~~offset into the ~~near~~overall orSaaS ~~long-term.~~revenue decrease. The ~~data~~Company expects significant growth in its SaaS business year-over-year and forecasts the ~~table~~growth iswill ~~presented~~increase sequentially ~~solely~~throughout ~~for~~fiscal 2025 as the ~~purpose~~Company implements existing and new SaaS contracts supported by renewed focus on client acquisition efforts. As of January ~~reflecting~~31, 2025, the ~~relationship~~Company ofhad ~~various~~approximately ~~operating~~$1,700,000 in ~~elements~~SaaS toannual ~~revenues~~contract value for ~~the~~contracts ~~periods~~that ~~indicated~~has not been implemented.

~~Comparison~~ ~~of Fiscal 2023 with Fiscal 2022~~ 29

Maintenance and support — Revenues from maintenance and support are derived from our legacy CDI and Abstracting products. In fiscal 2024, these revenues decreased by $828,000 compared to fiscal 2023. $951,000 of the revenue decline was the result of site terminations and reductions, which was partially offset by $123,000 of new revenue from existing clients related to CPI adjustments. As the Company maintains its focus on SaaS products, the Company expects maintenance and support revenue will continue to decrease in fiscal 2025 as a result of pricing pressure, anticipated non-renewal of contracts and minimal new sales.

	Fiscal Year				2023 to 2022 Change
(in thousands):	2023		2022		$			%
Software as a service	$	14,075	$	12,326	$	1,749			14	%
Maintenance and support		4,318		4,483		(165	)		(4	)%
Professional fees and licenses		4,203		8,080		(3,877	)		(48	)%
Total Revenues	$	22,596	$	24,889	$	(2,293	)		(9	)%

Professional fees and licenses — Revenues from professional fees and licenses include proprietary software, term license, professional services and audit and coding services revenues. Total professional fees and licenses revenues in fiscal 2024 were $2,572,000, a decline of $1,631,000 as compared to $4,203,000 in fiscal 2023.

~~Software as~~Term alicense ~~service~~revenue ~~(SaaS)~~for ~~— Revenues from SaaS are primarily comprised of the Company’s flagship products; eValuator and RevID. Revenues from SaaS in~~ fiscal ~~2023 were~~ 2024 totaled $14284,~~075,~~000, asrepresenting ~~compared~~a to $1246,~~326,~~000 in increase over fiscal ~~2022~~2023. The ~~$1,749,000~~ increase ~~in SaaS revenue~~ was primarily ~~attributable~~driven toby one ~~new client wins, incremental sales to~~ existing ~~clients~~maintenance and ~~recognition~~support ofclient awho ~~full~~purchased ~~year~~a ~~of revenue~~term ~~from~~license ~~certain~~in ~~clients that implemented our solutions during~~ fiscal ~~2022,~~2024 partially offset by client non-renewals. In fiscal 2023, the Company received notice from a significant SaaS client of its intent not to renew its contract following the expiration of the current term on December 31, 2023. Fiscal 2023 SaaS revenue reflects losing one month of revenue related to that client. The Company expects minimal growth in its SaaS business year-over-year but expects sequential growth in each quarter of fiscal 2024 as the Company replenishes the lost revenue related to the non-renewal of the client contract. At January 31, 2024, the Company had approximately $3,900,000 in SaaS annual contract value for contracts that has not been implemented.

29Professional services revenues in fiscal 2024 were $649,000 as compared to $1,764,000 in fiscal 2023. Professional services revenue reflects the amounts allocated to the implementation of certain products and recognized as the implementation is completed. The overall decrease in professional services is a reflection of clients completing their product implementations in prior years.

~~Maintenance and support —~~ Revenues from ~~maintenance~~audit and ~~support~~coding ~~are~~services ~~derived~~in ~~from~~fiscal ~~our~~2024 ~~legacy~~were ~~CDI~~$1,639,000, ~~and~~as ~~Abstracting~~compared ~~products.~~to In $2,201,000 in fiscal 2023,. ~~these~~The decline in revenues ~~were~~from ~~slightly~~audit ~~lower~~and ascoding ~~compared~~service towas ~~fiscal~~result ~~2022.~~of ~~$381,000~~discontinuation of ~~the~~services ~~revenue~~by ~~decline~~certain ~~was~~clients ~~the~~which ~~result~~represented $910,000 of ~~site terminations~~revenue ~~and~~during ~~reductions~~fiscal 2023, ~~which~~partially ~~was~~ offset by $~~137~~348,000 of new ~~sales~~services ~~acquired~~for ~~through~~certain ~~our~~clients. The ~~channel~~Company ~~partner~~believes ~~and~~demand ~~$78,000~~for ofits ~~new revenue~~onshore, ~~from~~technically ~~existing~~proficient ~~clients~~coders ~~related~~and toauditors ~~CPI~~in ~~adjustments.~~the Asmarketplace ~~the~~is ~~Company~~strong ~~maintains~~and ~~its~~that ~~focus~~it onhas ~~SaaS~~a ~~products~~competitive ~~the~~edge ~~Company~~in ~~expects maintenance~~providing audit and ~~support~~coding ~~revenue~~services ~~will~~as ~~continue~~an tooffering ~~decrease~~with inthe ~~fiscal~~eValuator ~~2024~~solution as a ~~result~~technology-enabled ofservice. ~~pricing~~The ~~pressure,~~Company ~~anticipated~~anticipates ~~non-renewal~~the ofaudit ~~contracts~~ and ~~minimal~~coding ~~new~~services ~~sales~~business to remain relatively flat in fiscal 2025 to support shifting demand among clients.

~~Professional fees~~Cost and licenses — Revenues from professional fees and licenses include proprietary software, term license, professional services and audit and coding services revenues. Total professional fees and licenses revenues in fiscal 2023 were $4,203,000, a decline of ~~$3,877,000 as compared to $8,080,000 in fiscal 2022.~~Revenue

There were no perpetual software license revenues recognized in fiscal 2023, as compared to $663,000 in fiscal 2022. The Company has primarily shifted its business from perpetual software licenses to a SaaS model. Software license sales come primarily from channel partners who were nonproductive in fiscal 2023. As a result of these channel partner relationships the Company has limited ability to influence sales of these products. Term license revenue for fiscal 2023 decreased $318,000 from fiscal 2022 to a total of $238,000 due to a term license non-renewal.

	Fiscal Year				2024 to 2023 Change
(in thousands):	2024		2023		$			%
Cost of software as a service	$	5,939	$	6,573	$	(634	)		(10	)%
Cost of maintenance and support		164		315		(151	)		(48	)%
Cost of professional fees and licenses		3,459		4,165		(706	)		(17	)%
Total cost of sales	$	9,562	$	11,053	$	(1,491	)		(13	)%

~~Professional services~~Cost ~~revenues~~of insoftware ~~fiscal~~as ~~2023~~a ~~were~~service ~~$1,764,000~~(SaaS) as— ~~compared~~The toCost ~~$4,319,000~~of inSaaS ~~fiscal~~consists ~~2022.~~of ~~The~~expenses ~~decrease~~associated inwith ~~professional~~(i) ~~services revenue~~amortization ~~was~~of ~~attributable~~capitalized software, (ii) royalties payable to ~~the~~third-parties ~~Company~~for ~~and~~use ~~certain~~of ~~clients~~their ~~choosing~~coding atrelated ~~the~~content, ~~end~~and of(iii) ~~fiscal~~personnel ~~2022~~and tonetwork ~~not~~infrastructure ~~renew~~required ~~consulting~~to ~~contracts which~~deploy ~~accounted~~and support applications for ~~approximately~~each client. Expenses related to the Cost SaaS decreased $3634,~~100,~~000 in offiscal ~~professional~~2024 ~~services~~compared ~~revenue~~to in fiscal ~~2022~~2023. ~~The~~This ~~consulting~~change ~~services~~was driven ~~contracts~~by ~~had low~~decreases ~~margins~~of ~~compared~~$311,000 toand ~~our~~$543,000 ~~SaaS~~in ~~solutions~~payroll and contractor expenses and ~~the~~computer ~~Company~~software ~~does~~and ~~not~~maintenance, ~~intend~~respectively, for fiscal 2024 compared to ~~pursue~~fiscal ~~such~~2023. ~~professional~~These ~~services~~decreases ~~contracts~~were inpartially ~~the future.~~offset ~~The~~by ~~decrease~~an increase in ~~professional~~royalty ~~services~~expense ~~revenue~~of ~~was~~$178,000 ~~partially~~and ~~offset~~an byincrease of $~~700~~103,000 related to amortization of ~~revenue~~capitalized ~~from~~software ~~new~~features ~~and~~that ~~ongoing implementation~~were ~~services~~put ~~for~~ into service during the fiscal year. The Company’s ~~RevID~~expects ~~solution~~amortization of capitalized software costs to stay relatively consistent in fiscal 2025 as compared to fiscal 2024.

~~Revenues~~ ~~from audit and coding services in fiscal 2023 were $2,201,000, as compared to $2,542,000 in fiscal 2022. Certain revenue-generating~~ 30 clients from fiscal 2022 did not require audit services in fiscal 2023 resulting in a decrease of $985,000 in revenue for fiscal 2023 compared to fiscal 2022. Existing clients had various shifts in their demand for audit services that resulted in $554,000 of incremental revenue for fiscal 2023 compared to fiscal 2022. The Company believes demand for its onshore, technically proficient coders and auditors in the marketplace is strong and that it has a competitive edge in providing audit and coding services as an offering with the eValuator solution as a technology-enabled service. The Company anticipates the audit and coding services business to remain relatively flat in fiscal 2024 to support shifting demand among clients.

Certain expenses included in our cost of SaaS are tied to volumes. These expenses include coding tools supporting eValuator and a third-party system that translates data from the hospital system to the Company’s systems. In fiscal 2024 and 2023, cost of SaaS included non-cash amortization of capitalized software amounts of $2,357,000 and $2,229,000, respectively. The Company expects SaaS margins will expand as it implements new clients. Certain expenses included in Cost of ~~Revenue~~SaaS, such as labor and third-party content providers, negatively impact gross margin before a client is fully implemented and revenue is recognized.

	Fiscal Year				2023 to 2022 Change
(in thousands):	2023		2022		$			%
Cost of software as a service	$	6,573	$	6,358	$	215			3	%
Cost of maintenance and support		315		427		(112	)		(26	)%
Cost of professional fees and licenses		4,165		6,610		(2,445	)		(37	)%
Total cost of sales	$	11,053	$	13,395	$	(2,342	)		(17	)%

Cost of maintenance and support – The cost of maintenance and support includes compensation and benefits for client support personnel required to provide product support for clients on our CDI and Abstracting software licenses. Fiscal 2024 costs from maintenance and support decreased $151,000 from fiscal 2023. This cost decreased by approximately $145,000 related to payroll and contractor expense for client support personnel in fiscal 2024 compared to fiscal 2023. The Company continuously analyzes the allocation of its support resources and adjusts their alignment accordingly as the Company shifts away from license-based software to its flagship SaaS products. As clients move to other solutions, we expect these costs to continue to decline. The Company expects the overall cost of maintenance and support to remain relatively flat in fiscal 2025 compared to fiscal 2024.

Cost of ~~software~~professional asfees aand ~~service~~licenses ~~(SaaS)~~– — The ~~Cost~~cost of ~~SaaS~~professional ~~consists~~fees ofand ~~expenses~~licenses ~~associated~~includes ~~with~~the ~~(i)~~cost ~~amortization~~ of ~~capitalized~~ software licenses, ~~(ii)~~the ~~royalties~~cost ~~payable~~of toprofessional ~~third-parties~~services ~~for~~and ~~use~~the cost of ~~their~~audit and coding ~~related~~services. ~~content,~~The ~~and~~aggregate ~~(iii)~~cost ~~personnel~~of ~~and network~~professional ~~infrastructure~~fees ~~required~~and tolicenses ~~deploy~~was $3,459,000 and ~~support~~$4,165,000 ~~applications~~ for ~~each~~fiscal ~~client.~~2024 ~~Expenses~~and ~~related~~fiscal to2023, ~~SaaS~~respectively. ~~increased~~The by $~~215~~706,000 decrease in ~~fiscal~~cost ~~2023~~of ~~compared~~professional tofees ~~fiscal~~and ~~2022,~~licenses ~~driven~~was byattributable anto ~~increase~~a reduction of ~~$161,000~~personnel ~~for~~compensation ~~fiscal~~and ~~2023~~associated ~~compared~~benefit toexpenses ~~fiscal 2022~~ for ~~amortization~~ offiscal ~~capitalized~~2024 ~~software~~as ~~features~~compared ~~that~~to ~~were~~fiscal ~~put~~2023. ~~into~~$616,000 ~~service~~of ~~during~~ the ~~fiscal~~decrease ~~year.~~was ~~The~~attributable ~~Company~~to ~~expects~~lower ~~amortization~~compensation ~~of capitalized~~and ~~software~~benefits ~~costs~~expenses tofor ~~stay~~internal ~~relatively~~audit ~~consistent~~services inpersonnel, ~~fiscal~~reflective ~~2024~~of asreduced ~~compared~~audit toservices ~~fiscal 2023~~revenue.

30Software license costs increased $53,000 from fiscal 2023 to fiscal 2024 as a result of higher amortization of development costs associated with the Company’s Coding and CDI product. The Company fully amortized the remaining capitalized Coding and CDI software license costs in fiscal 2024 and does not anticipate recognizing any additional expense related to Coding and CDI software license revenues going forward.

~~Certain expenses~~The ~~included~~gross inmargin ~~our~~from ~~cost~~professional offees ~~SaaS are tied to volumes. These expenses include coding tools supporting eValuator~~ and alicenses ~~third-party~~revenue ~~system that~~decreased ~~translates~~in ~~data~~fiscal ~~from~~2024 ~~the~~as ~~hospital~~compared ~~system~~ to ~~the Company’s systems. In~~ fiscal 2023 ~~and~~primarily ~~2022,~~due ~~cost~~to ofthe ~~SaaS~~39% ~~included~~decrease ~~non-cash amortization~~in ofrelated ~~capitalized~~revenue ~~software~~including ~~amounts~~the ofhigh ~~$2,229,000~~margin ~~and~~software ~~$2,068,000,~~license ~~respectively.~~revenue ~~The~~which ~~non-cash~~was ~~amounts~~partially ~~impacted~~offset ~~fiscal 2023 and 2022 margins~~ by ~~16%~~lower ~~and 17%, respectively. The company expects SaaS margins will expand as it implements new clients. Certain~~ expenses ~~included~~related into ~~cost~~the ofCompany's ~~SaaS,~~audit ~~such as labor and third-party content providers, negatively impact gross margin before a client is fully implemented and revenue is recognized~~services.

Cost of maintenance and support – The cost of maintenance and support includes compensation and benefits for client support personnel required to provide product support for clients on our CDI and Abstracting software licenses. This cost decreased by approximately $62Selling,~~000~~ ~~related~~General ~~to staff augmentation for client support personnel in fiscal 2023 compared to fiscal 2022. The Company continuously analyzes the allocation of its support resources~~ and ~~adjusts~~Administrative their alignment accordingly as the Company shifts away from license-based software to its flagship SaaS products. The cost of maintenance and support decreased by $77,000 in fiscal 2023 compared to fiscal 2022 as a result of reduced royalties related to third party components of our CDI and Abstracting software. As clients move to other solutions, we expect these costs to continue to decline. The Company expects the overall cost of maintenance and support to remain relatively flat in fiscal 2024 compared to fiscal 2023.Expense

Cost of professional fees and licenses – The cost of professional fees and licenses includes the cost of software licenses, the cost of professional services and the cost of audit and coding services. The aggregate cost of professional fees and licenses was $4,165,000 and $6,610,000 for fiscal 2023 and fiscal 2022 respectively. The decrease in cost of professional fees and licenses was attributable to a reduction of personnel, contractors, and expenses related to a significant consulting-based client contract that was terminated in the fourth quarter of fiscal 2022 which led to a decrease of $2,461,000 in employee, staff augmentation and related expenses for fiscal 2023 as compared to fiscal 2022. In fiscal 2023, slight increases related to the cost of providing audit services with compensation and benefits for internal audit services personnel, and related expenses resulted in total increased costs of $163,000, while outside contracting decreased by $57,000 as compared to fiscal 2022. This cost shift reflects a move from contract labor to employee labor to provide better service to our audit services clients.

	Fiscal Year				2024 to 2023 Change
(in thousands):	2024		2023		$			%
General and administrative expenses	$	7,960	$	9,841	$	(1,881	)		(19	)%
Sales and marketing expenses		3,779		4,869		(1,090	)		(22	)%
Total selling, general, and administrative expense	$	11,739	$	14,710	$	(2,971	)		(20	)%

~~Software~~General ~~license~~and administrative expenses comprise various costs ~~decreased~~including ~~$121~~compensation and associated benefits,~~000 from~~ ~~fiscal~~reimbursable ~~2022~~travel and entertainment expenses related to ~~fiscal~~our ~~2023~~executive asand aadministrative ~~result~~staff, ofgeneral ~~lower~~corporate expenditures, amortization of ~~development~~intangible assets, and occupancy costs. ~~associated~~For ~~with~~fiscal 2024, the ~~Company’s~~decrease ~~Coding~~of ~~and CDI~~$1,881,000 ~~product.~~as ~~The~~compared ~~Company~~to ~~expects~~fiscal ~~the~~2023 ~~remaining~~was ~~capitalized~~primarily ~~Coding~~attributable ~~and~~to ~~CDI~~a ~~software~~reduction ~~license~~of ~~costs~~$1,807,000 toin beemployee ~~fully~~compensation ~~amortized~~and byrelated ~~the~~benefits ~~end~~and ~~of fiscal~~a ~~2024~~$125,000 decrease in amortization costs.

~~The~~In ~~gross~~alignment ~~margin~~with onthe ~~professional~~Company’s ~~fees~~strategic ~~and~~plan ~~licenses~~to ~~revenue~~streamline ~~decreased~~operations, inthese ~~fiscal~~expenses ~~2023~~are asstrategically ~~compared~~managed to ~~fiscal~~support ~~2022~~sustainable ~~primarily due~~growth, toenhanced ~~the~~profitability, ~~48%~~and ~~decrease~~improved incash ~~related~~flows. ~~revenue~~This ~~including~~comprehensive ~~the~~approach ~~high~~reflects ~~margin~~our ~~software~~commitment ~~license~~to ~~revenue~~simplifying our business operations while pursuing our overarching objectives.

~~Selling,~~ ~~General and Administrative Expense~~ 31

	Fiscal Year				2023 to 2022 Change
(in thousands):	2023		2022		$			%
General and administrative expenses	$	9,841	$	10,718	$	(877	)		(8	)%
Sales and marketing expenses		4,869		5,565		(696	)		(13	)%
Total selling, general, and administrative expense	$	14,710	$	16,283	$	(1,573	)		(10	)%

Sales and marketing expenses primarily encompass compensation, associated benefits, travel and entertainment costs for our sales and marketing personnel. Additionally, sales and marketing expenses include costs from third parties related to advertising, marketing and trade show attendance. In fiscal 2024, sales and marketing expenses decreased by $1,090,000 compared to fiscal 2023. The decline in sales and marketing expense was comprised of a reduction in overall staff augmentation and other related expenses of approximately $1,122,000 partially offset by an increase of $162,000 related to professional fees and contractor expenses in fiscal 2024 as compared to fiscal 2023.

~~General and~~Research ~~administrative expenses comprise various costs including compensation~~ and associated benefits, reimbursable travel and entertainment expenses related to our executive and administrative staff, general corporate expenditures, amortization of intangible assets, and occupancy costs. For fiscal 2023, the decrease of $877,000 as compared to fiscal 2022 was primarily attributable to a reduction of $222,000 in employee compensation and related benefits, a $211,000 decrease in amortization costs, a $199,000 decrease in rent expense, and a $189,000 decrease in bad debt expenses as compared to fiscal 2022.Development

In alignment with the Company’s strategic plan to streamline operations, these expenses are strategically managed to support sustainable growth, enhanced profitability, and improved cash flows. Additionally, recent adjustments in response to the loss of a major customer underscore our commitment to adaptability and resilience in challenging market conditions. This comprehensive approach reflects our commitment to simplifying our business operations while pursuing our overarching objectives.

	Fiscal Year				2024 to 2023 Change
(in thousands):	2024		2023		$			%
Research and development expense	$	4,629	$	5,704	$	(1,075	)		(19	)%
Capitalized research and development cost		953		1,697		(744	)		(44	)%

31Research and development expenses consist primarily of employee compensation and related benefits, the use of independent contractors for specific near-term development projects. Total research and development expense and capitalized research and development expense for fiscal 2024 were $4,629,000 and $953,000, respectively. The $1,075,000 decrease in research and development expense was driven by decreases of $1,178,000 for employee compensation and related benefits and a $589,000 decrease of independent contractor expense for fiscal 2024 compared to fiscal 2023. The decrease in employee and independent contractor expenses drove a reduction of capitalizable research and development cost, inclusive of capitalized stock compensation, of $740,000 in fiscal 2024 as compared to fiscal 2023. The Company continues to focus research and development activities on eValuator and RevID, its flagship SaaS solutions.

~~Sales and~~For ~~marketing~~fiscal ~~expenses~~2024 ~~primarily~~and ~~encompass~~fiscal ~~compensation~~2023, ~~associated~~as ~~benefits~~a percentage of revenue, ~~travel~~research and ~~entertainment~~development costs ~~for~~were ~~our~~approximately ~~sales~~26% and ~~marketing~~ ~~personnel~~23%, respectively. ~~Additionally,~~While ~~sales~~research and ~~marketing~~development costs ~~expenses~~decreased ~~include~~in ~~costs~~fiscal ~~from~~2024 ~~third~~compared ~~parties~~to ~~related~~fiscal 2023, it's percentage change was not as significant as the corresponding revenue decrease as the Company continues to ~~advertising,~~invest ~~marketing and~~in ~~trade~~the ~~show~~eValuator ~~attendance~~and RevID platforms. In fiscal 2023, ~~sales~~the ~~and~~Company ~~marketing~~was ~~expenses~~awarded ~~decreased~~a by $~~696~~61,000 ~~compared~~research toand ~~fiscal~~development ~~2022.~~tax ~~The~~credit ~~decline in~~from ~~sales~~the ~~and~~State ~~marketing~~of ~~expense~~Georgia. ~~was~~This ~~comprised~~tax ofcredit adid ~~reduction~~not recur in ~~overall~~fiscal ~~staff~~2024. ~~augmentation~~As ~~and~~of ~~other~~January ~~related~~31, ~~expenses~~2025, ~~of approximately~~the Company had a $~~472~~62,000 balance of unused research and adevelopment ~~reduction~~credits, ofas compared to $~~182~~149,000 ~~related~~as toof ~~trade~~January ~~shows~~31, ~~and~~2024. ~~various~~These ~~other~~research ~~marketing~~and ~~services~~development intax ~~fiscal~~credits ~~2023~~can ~~as compared~~be applied to ~~fiscal~~current ~~2022~~Georgia payroll taxes due.

~~For~~Impairment ~~fiscal~~of ~~2024, the Company expects increased expenses related to trade show participation and travel.~~Goodwill

~~Research~~ In the third quarter of fiscal 2024 and ~~Development~~2023, the Company tested the reporting unit’s goodwill for possible impairment as of October 31, 2024 and 2023. Refer to Note 6 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information on the goodwill impairment testing.

	Fiscal Year				2023 to 2022 Change
(in thousands):	2023		2022		$			%
Research and development expense	$	5,704	$	6,042	$	(338	)		(6	)%
Capitalized research and development cost		1,697		2,019		(322	)		(16	)%

~~Research and~~The ~~development~~Company ~~expenses~~concluded ~~consist~~that ~~primarily~~goodwill ofwas ~~employee~~impaired ~~compensation~~based ~~and~~on ~~related benefits,~~ the ~~use~~weighted combination of ~~independent~~the ~~contractors~~discounted ~~for specific near~~debt-~~term~~free ~~development~~net ~~projects~~cash ~~and~~flow ~~an allocated portion of general overhead costs, including occupancy costs, if material. Total research~~ and ~~development~~the ~~expense~~market ~~and~~capitalization ~~capitalized~~method ~~research~~value ~~and~~estimates ~~development~~which ~~expense~~resulted ~~for fiscal 2023 were $5,704,000 and $1,697,000, respectively. The $338,000 decrease~~ in ~~research~~a ~~and~~calculated ~~development~~fair ~~expense~~value ~~was~~lower ~~driven~~than byits ~~decreases~~carrying ofvalue. ~~$529,000~~The ~~for~~Company ~~employee~~reported ~~compensation~~no ~~and~~goodwill ~~related~~impairments ~~benefits and a decrease of $150,000 in independent contractor expense~~ for fiscal ~~2023~~2024, ~~compared to fiscal 2022. The decrease in employee~~ and ~~independent contractor~~recorded ~~expenses~~an ~~drove~~impairment ~~a reduction~~ of ~~capitalized~~goodwill ~~research~~in ~~and~~the ~~development~~amount ~~cost~~ of $~~322~~9,813,000 infor fiscal 2023 ~~as compared to fiscal 2022~~. ~~The Company continues to focus research and development activities on eValuator and RevID, its flagship SaaS solutions.~~

~~For fiscal~~Impairment ~~2023 and fiscal 2022, as a percentage~~ of ~~revenue,~~long-lived total research and development costs were approximately 23% and 25%, respectively. In fiscal 2023, the Company was awarded $61,000 from the State of Georgia for its annual research and development tax credit. At the end of fiscal 2023, the cumulative balance of unused research and development credits was $149,000. These research and development tax credits can be applied to current Georgia payroll taxes due.assets

~~Impairment~~ Intangible assets consist of ~~Goodwill~~the following:

In the third quarter of fiscal 2023, the Company tested the reporting unit’s goodwill for possible impairment as of October 31, 2023. Refer to Note 6 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information on the goodwill impairment testing.

			January 31, 2025
	Estimated Useful Life (years)		Gross Assets		Accumulated Amortization		Net Assets
Finite-lived assets:
Client relationships		10	$	8,370,000	$	2,895,000	$	5,475,000
Internally developed software		9		6,380,000		2,451,000	$	3,929,000
Trademarks and tradenames		15		1,340,000		309,000	$	1,031,000
Total			$	16,090,000	$	5,655,000	$	10,435,000

32As mentioned above, in the third quarter of fiscal 2023, the Company tested long-lived assets, including intangible assets, for recoverability that, if failed, would indicate impairment as of October 31, 2023. The Company, in reviewing long-lived assets to define asset group(s), identified an abandoned asset. A separate long-lived asset for “client relationships” related to the Avelead acquisition was no longer going to be used following the Company’s determination that these services were not part of its core offerings going forward and was classified as abandoned (the “Abandoned Asset”). The Company adjusted the Abandoned Asset’s carrying value to its salvage value which would be zero given no future cash flows. In fiscal 2023, the Company recorded $963,000 for the impairment of the Abandoned Asset. No long-lived impairments were reported in fiscal 2024. The Company wrote-off the Abandoned Asset during fiscal 2024 with a gross asset value of $1,330,000. There was no impact to the consolidated statements of operations as this eliminated the asset and accumulated amortization of the fully amortized intangible assets.

~~The Company~~Refer ~~concluded~~to ~~that~~Note ~~goodwill~~6 ~~was~~– ~~impaired~~Goodwill ~~based on the weighted combination of the discounted debt-free net cash flow~~ and ~~the~~Intangible ~~market capitalization~~Assets ~~method~~to ~~value~~our ~~estimates~~consolidated ~~which~~financial ~~resulted~~statements included in aPart ~~calculated~~II, ~~fair~~Item ~~value~~8, ~~lower~~“Financial ~~than~~Statements ~~its~~and ~~carrying~~Supplementary ~~value.~~Data” ~~The~~for ~~Company~~more ~~recorded~~information ~~an impairment~~on ~~of goodwill in~~ the ~~amount~~long-lived ofasset ~~$9,813,000~~impairment ~~for fiscal 2023, with no goodwill impairments reported in fiscal 2022~~testing.

~~Impairment~~ ~~of long-lived assets~~ 33

~~Intangible assets~~Other ~~consist~~(Expense) ~~of the following:~~income

			January 31, 2024
	Fiscal Year								2024 to 2023 Change
	Estimated Useful Life		Gross Assets				Accumulated Amortization				Net Assets
(in thousands):	2024				2023				$				%
Finite-lived assets:
Interest expense	$	(2,013	)		$	(1,071	)		$	(942	)			88	%
Client relationships	10 years		$	8,370,000			$	2,058,000			$	6,312,000
Acquisition earnout valuation adjustments		(115	)			1,944				(2,059	)			(106	)%
Internally developed software	9 years			6,380,000				1,742,000			$	4,638,000
Other		(2	)			31				(33	)			(106	)%
Trademarks and tradenames	15 years			1,340,000				219,000			$	1,121,000
Total other (expense) income	$	(2,130	)		$	904			$	(3,034	)			(336	)%
Total			$	16,090,000			$	4,019,000			$	12,071,000

~~As mentioned~~Interest ~~above,~~expense inconsists ~~the third quarter~~ of ~~fiscal~~interest ~~2023,~~associated with the Company's ~~tested~~term ~~long-lived~~loan ~~assets,~~and ~~including~~the ~~intangible~~revolving ~~assets,~~line ~~for recoverability~~of ~~that~~credit, ifdeferred ~~failed,~~interest ~~would~~associated ~~indicate~~with ~~impairment~~the asCompany’s ofunsecured ~~October~~subordinated 31promissory notes, ~~2023.~~deferred ~~The~~financing ~~Company~~costs, inless ~~reviewing~~interest ~~long-lived~~related ~~assets~~ to ~~define~~ ~~asset~~capitalization ~~group(s),~~of ~~identified an abandoned asset~~software. AInterest ~~separate~~expense ~~long-lived~~increased ~~asset~~in ~~for~~fiscal ~~“client~~2024 ~~relationships”~~from ~~related to~~ the ~~Avelead~~prior ~~acquisition~~year ~~was~~period noprimarily ~~longer~~due ~~going~~ to the beissuance ~~used~~of ~~following~~unsecured ~~the~~subordinated ~~Company’s~~promissory ~~determination~~notes ~~that~~in ~~these~~the ~~services~~first ~~were~~quarter ~~not part~~ of ~~its~~fiscal ~~core~~2024, ~~offerings~~as ~~going~~well ~~forward and was classified~~ as ~~abandoned (~~the ~~“Abandoned~~related deferred ~~Asset”).~~financing ~~The~~costs ~~Company~~amortized ~~adjusted~~through ~~the Abandoned~~interest (Refer ~~Asset’s carrying value~~ to ~~its~~Note ~~salvage~~5 ~~value~~– ~~which~~Debt ~~would~~to beour ~~zero~~consolidated ~~given~~financial nostatements ~~future~~included ~~cash~~in ~~flows.~~Part ~~In fiscal 2023~~II, ~~the~~Item ~~Company recorded $963~~8,~~000~~ ~~for~~“Financial ~~the~~Statements ~~impairment~~and ofSupplementary ~~the~~Data” ~~Abandoned~~for ~~Asset~~additional ~~with no other long-lived impairments reported in fiscal 2022~~information). The Company ~~wrote-off~~expects ~~the~~that ~~Abandoned~~interest ~~Asset~~expense ~~during~~will ~~fiscal~~be ~~2023~~higher ~~with~~in afiscal ~~gross~~2025 ~~asset~~due ~~value of $1,330,000. There was no impact~~ to the ~~consolidated~~increasing ~~statements~~principal value of ~~operations~~its asunsecured ~~this~~subordinated ~~eliminated~~promissory ~~the~~notes ~~asset~~ and ~~accumulated~~ongoing ~~amortization~~higher ofinterest ~~the~~rates ~~fully amortized~~on ~~intangible~~its ~~assets~~term loan.

~~Refer~~ Acquisition earnout valuation adjustments for fiscal 2024 totaled a loss of $115,000 as compared to ~~Note~~a 6gain –of $1,944,000 ~~Goodwill~~for ~~and~~fiscal ~~Intangible~~2023. ~~Assets~~The valuation adjustments are related to ~~our~~the acquisition earnout liabilities associated with the Avelead acquisition (Refer to Note 3 – Business Combination of the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” ~~for more information on the long-lived asset impairment testing~~).

Other ~~(Expense)~~ income for fiscal 2023 primarily includes income related to the sublease of the Alpharetta location (Refer to Note 4 – Operating Leases).

	Fiscal Year						2023 to 2022 Change
(in thousands):	2023			2022			$			%
Interest expense	$	(1,071	)	$	(749	)	$	(322	)		43	%
Acquisition earnout valuation adjustments		1,944			71			1,873			2638	%
Other		31			201			(170	)		(85	)%
Total other (expense) income	$	904		$	(477	)	$	1,381			(290	)%

Provision for Income Taxes

~~Interest expense~~For ~~consists~~fiscal of2024 ~~interest associated with the term loan~~ and ~~the revolving line of credit, deferred financing costs, less interest related to capitalization of software. Interest expense increased in~~ fiscal 2023, ~~from~~we ~~the~~recorded ~~prior~~$0 ~~year~~and ~~period primarily due to the~~ $1046,000~~,000~~ ~~term~~of ~~loan~~income ~~with~~tax ~~Western~~benefit, ~~Alliance~~respectively, ~~Bank~~which ~~(Refer~~is tocomprised ~~Note~~of 5estimated ~~– Debt to our consolidated financial statements included in Part II~~federal, ~~Item 8~~state, ~~“Financial Statements~~ and ~~Supplementary~~local ~~Data”~~income ~~for~~tax ~~additional information) and higher interest rates~~provisions. ~~Further,~~ ~~interest~~The ~~rates~~Company ~~increased~~has ata ansubstantial ~~accelerated~~amount ~~pace in fiscal 2023. The Board~~ of ~~Governors~~net ofoperating ~~the~~losses ~~Federal~~for ~~Reserve~~federal ~~(the “Federal~~and ~~Reserve”)~~state ~~has~~income ~~been~~tax ~~reacting to inflation through interest rate increases~~purposes. ~~Recent~~The ~~interest~~Company ~~rate~~recorded ~~increases~~an ~~are expected~~increase to ~~continue~~the atfederal aincome ~~slower~~tax ~~pace~~valuation ~~than~~allowance ~~that~~in ~~experienced~~each inof fiscal ~~2023.~~2024 ~~Until~~and ~~such~~fiscal ~~time~~2023 asof ~~the~~approximately ~~Federal~~$1.9 ~~Reserve~~and ~~begins~~$4.0 ~~to decrease~~million, ~~interest rates~~respectively, ~~the~~which ~~Company~~offset ~~expects~~related ~~increased~~tax ~~interest~~benefits ~~expense (year-over-year)~~ for ~~fiscal~~operating ~~2024~~losses.

~~Acquisition~~ ~~earnout valuation adjustments for fiscal 2023 include a valuation adjustment of $1,944,000 compared to an adjustment of $71,000 for fiscal~~ 34 2022. The valuation adjustment is related to the acquisition earnout liabilities associated with the Avelead acquisition (Refer to Note 3 – Business Combination of the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”).

~~Other income~~Use ~~for fiscal 2023 and fiscal 2022 primarily includes income related to the sublease~~ of ~~the~~Non-GAAP ~~Alpharetta~~Financial ~~location (Refer to Note 4 – Operating Leases).~~Measures

~~Provision~~ In order to provide investors with greater insight and allow for ~~Income~~a ~~Taxes~~more comprehensive understanding of the information used by management and the Board of Directors in its financial and operational decision-making, the Company has supplemented the Consolidated Financial Statements presented on a GAAP basis in this Report with the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin.

~~For~~These ~~fiscal~~non-GAAP ~~2023~~financial ~~and~~measures ~~fiscal~~have ~~2022,~~limitations weas ~~recorded~~analytical ~~income~~tools ~~tax~~and ~~benefit~~should ofnot ~~$46,000~~be ~~and~~considered ~~tax~~in ~~expense~~isolation ofor ~~$71,000,~~as ~~respectively, which~~a issubstitute ~~comprised~~for analysis of ~~estimated~~Company ~~federal,~~results ~~state,~~as ~~and~~reported ~~local~~under ~~income tax provisions~~GAAP. The Company ~~has~~compensates afor ~~substantial~~such ~~amount~~limitations ofby ~~net~~relying ~~operating losses~~primarily ~~for~~on ~~federal~~our GAAP results and ~~state~~using ~~income~~non-GAAP ~~tax~~financial ~~purposes~~measures only as supplemental data. ~~The~~We ~~Company~~also ~~recorded~~provide ana ~~increase~~reconciliation of non-GAAP to ~~the~~GAAP ~~federal~~measures ~~income~~used. ~~tax~~Investors ~~valuation~~are ~~allowance~~encouraged into ~~each of~~carefully ~~fiscal~~review ~~2023~~this ~~and~~reconciliation. ~~fiscal~~In ~~2022~~addition, because these non-GAAP measures are not measures of ~~approximately~~financial ~~$4.0~~performance under GAAP and ~~$2.0~~are ~~million~~susceptible to varying calculations, ~~respectively~~these measures, ~~which~~as ~~offset~~defined ~~related~~us, ~~tax~~may ~~benefits~~differ ~~for~~from ~~operating losses~~and may not be comparable to similarly titled measures used by other companies.

33EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

~~Use of~~We ~~Non~~define: (i) EBITDA as net earnings (loss) before net interest expense, income tax expense (benefit), depreciation and amortization; (ii) Adjusted EBITDA as net earnings (loss) before net interest expense, income tax expense (benefit), depreciation, amortization, share-based compensation expense, valuation adjustments, restructuring charges, transaction related expenses and other expenses that do not relate to our core operations such as severance and impairment charges; and (iii) Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of GAAP ~~Financial~~net ~~Measures~~revenue. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are used to facilitate a comparison of our operating performance on a consistent basis from period to period and provide for a supplemental understanding of factors and trends affecting our business than GAAP measures alone. These measures assist management and the Board and may be useful to investors in comparing our operating performance consistently over time as they remove the impact of our capital structure (primarily interest charges), asset base (primarily depreciation and amortization), items outside the control of the management team (taxes) and expenses that do not relate to our core operations including: transaction-related expenses (such as professional and advisory services), corporate restructuring expenses (such as severances) and other operating costs that are expected to be non-recurring in nature. Adjusted EBITDA removes the impact of share-based compensation expense, which is another non-cash item.

~~In order~~The toBoard ~~provide~~of ~~investors~~Directors ~~with~~and ~~greater~~management ~~insight~~also ~~and~~use ~~allow~~these ~~for~~measures a(i) ~~more~~as ~~comprehensive~~one ~~understanding~~ of the ~~information~~primary ~~used~~methods byfor ~~management~~ planning and ~~the~~forecasting ~~Board~~overall ofexpectations ~~Directors~~and infor ~~its~~evaluating, ~~financial~~on ~~and~~at ~~operational~~least ~~decision-making,~~a ~~the~~quarterly ~~Company~~and ~~has~~annual ~~supplemented~~basis, ~~the~~actual ~~Consolidated~~results ~~Financial Statements~~against ~~presented~~such onexpectations; aand ~~GAAP~~(ii) ~~basis~~as ina ~~this~~performance ~~Report~~evaluation ~~with~~metric ~~the~~in ~~following~~determining ~~non-GAAP~~achievement ~~financial~~of ~~measures:~~certain ~~EBITDA,~~executive ~~Adjusted~~and ~~EBITDA,~~associate ~~and~~incentive ~~Adjusted EBITDA~~compensation ~~Margin~~programs.

~~These non-GAAP~~Our ~~financial~~lender ~~measures~~uses ~~have~~a ~~limitations~~measurement asthat ~~analytical~~is ~~tools~~similar ~~and~~to ~~should~~the ~~not~~Adjusted beEBITDA ~~considered~~measurement indescribed ~~isolation~~herein orto asassess aour ~~substitute~~operating ~~for analysis of Company results as reported under GAAP~~performance. The ~~Company~~lender ~~compensates~~under ~~for such limitations by relying primarily on~~ our ~~GAAP~~Loan ~~results~~Agreement ~~and using~~requires ~~non-GAAP~~delivery ~~financial measures only as supplemental data. We also provide a reconciliation~~ of ~~non-GAAP~~compliance toreports ~~GAAP~~certifying ~~measures~~compliance ~~used.~~with ~~Investors are~~financial ~~encouraged to carefully review this reconciliation. In addition~~covenants, ~~because~~certain ~~these~~of ~~non-GAAP~~which ~~measures~~ are ~~not~~based ~~measures~~on ofa ~~financial~~measurement ~~performance under~~that ~~GAAP~~is ~~and~~similar ~~are susceptible~~ to ~~varying~~the ~~calculations,~~Adjusted ~~these~~EBITDA ~~measures,~~measurement asreviewed ~~defined~~by ~~us,~~our ~~may~~management ~~differ from~~ and ~~may~~Board ~~not~~of ~~be comparable to similarly titled measures used by other companies~~Directors.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not measures of liquidity under GAAP or otherwise and are not alternatives to cash flow from continuing operating activities, despite the advantages regarding the use and analysis of these measures as mentioned above. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, as disclosed in this Report have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP; nor are these measures intended to be measures of liquidity or free cash flow for our discretionary use. Some of the limitations of EBITDA and its variations are:

~~We define:~~● ~~(i)~~ EBITDA asdoes ~~net~~not ~~earnings~~reflect ~~(loss)~~our ~~before~~cash ~~net~~expenditures ~~interest~~or ~~expense,~~future ~~income~~requirements ~~tax~~for ~~expense~~capital ~~(benefit),~~expenditures ~~depreciation~~or ~~and~~contractual ~~amortization~~commitments; ~~(ii) Adjusted~~● EBITDA asdoes ~~net~~not ~~earnings~~reflect ~~(loss)~~changes ~~before net interest expense~~in, ~~income tax expense (benefit), depreciation, amortization, share-based compensation expense, transaction related expenses, and other expenses~~ or ~~benefits~~cash ~~that~~requirements ~~do not relate to our core operations such as severance and impairment charges and debt forgiveness; and (iii) Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of GAAP net revenue. EBITDA~~for, ~~Adjusted EBITDA, and Adjusted EBITDA Margin are used to facilitate a comparison of~~ our ~~operating~~working performance on a consistent basis from period to period and provide for a more complete understanding of factors and trends affecting our business than GAAP measures alone. These measures assist management and the Board and may be useful to investors in comparing our operating performance consistently over time as they remove the impact of our capital structure (primarily interest charges), asset base (primarily depreciation and amortization), items outside the control of the management team (taxes) and expenses that do not relate to our core operations including: transaction-related expenses (such as professional and advisory services), corporate restructuring expenses (such as severances) and other operating costs that are expected to be non-recurring in nature. Adjusted EBITDA removes the impact of share-based compensation expense, which is another non-cash item.needs;

~~The~~ ~~Board of Directors and management also use these measures (i) as one of the primary methods for planning and forecasting overall expectations~~ 35 and for evaluating, on at least a quarterly and annual basis, actual results against such expectations; and (ii) as a performance evaluation metric in determining achievement of certain executive and associate incentive compensation programs.

~~Our lender~~● ~~uses~~EBITDA adoes ~~measurement~~not ~~that~~reflect ~~is similar to~~ the ~~Adjusted~~interest ~~EBITDA~~expense, ~~measurement~~or ~~described~~the ~~herein~~cash requirements to ~~assess~~service ~~our~~interest ~~operating~~or ~~performance.~~principal ~~The lender~~payments under our Loan Agreement; ~~requires~~● ~~delivery~~EBITDA ofdoes ~~compliance~~not ~~reports~~reflect ~~certifying~~income ~~compliance~~tax ~~with~~payments ~~financial~~that ~~covenants,~~we ~~certain~~may ofbe ~~which~~ required to make; and ● Although depreciation and amortization are ~~based~~non-cash oncharges, athe ~~measurement~~assets ~~that~~being isdepreciated ~~similar~~and amortized often will have to be replaced in the ~~Adjusted~~future, and EBITDA ~~measurement~~does ~~reviewed~~not byreflect ~~our~~any ~~management~~cash ~~and~~requirements ~~Board~~for ofsuch ~~Directors~~replacements.

~~EBITDA,~~ Adjusted EBITDA ~~and~~has ~~Adjusted~~all ~~EBITDA~~the ~~Margin~~inherent ~~are~~limitations ~~not measures~~ of ~~liquidity~~EBITDA. ~~under~~To ~~GAAP~~properly ~~or otherwise~~ and ~~are~~prudently ~~not~~evaluate ~~alternatives~~our ~~to cash flow from continuing operating activities~~business, ~~despite~~ the ~~advantages~~Company ~~regarding~~encourages ~~the~~readers ~~use~~to ~~and~~review ~~analysis~~the ofGAAP ~~these~~financial ~~measures~~statements asincluded ~~mentioned~~elsewhere ~~above.~~in ~~EBITDA, Adjusted~~this ~~EBITDA~~Report, and ~~Adjusted~~not ~~EBITDA~~rely ~~Margin,~~on asany ~~disclosed~~single infinancial ~~this~~measure ~~Report~~to ~~have~~evaluate ~~limitations~~our asbusiness. ~~analytical~~We ~~tools,~~also ~~and~~strongly ~~you~~urge ~~should~~readers ~~not~~to ~~consider these~~review ~~measures~~the inreconciliation ~~isolation~~of orthese asnon-GAAP afinancial ~~substitute~~measures ~~for~~to ~~analysis~~the ofmost ~~our~~comparable ~~results as reported under~~ GAAP; ~~nor~~measure ~~are~~in ~~these~~this ~~measures~~section, ~~intended~~along ~~to be~~with ~~measures~~the ofconsolidated ~~liquidity~~financial orstatements ~~free~~included ~~cash~~in ~~flow~~Part ~~for~~II, ~~our~~Item ~~discretionary~~8, ~~use.~~“Financial ~~Some~~Statements ~~of the limitations of EBITDA~~ and ~~its~~Supplementary ~~variations are:~~Data”.

●The following table reconciles EBITDA and Adjusted EBITDA to net loss for the fiscal years ended January 31, 2025 and 2024 (amounts in thousands). All of the items included in the reconciliation from EBITDA and Adjusted EBITDA to net loss are either recurring non-cash items, or items that management does not ~~reflect~~consider in assessing our on-going operating performance. In the case of the non-cash ~~expenditures~~items, ormanagement ~~future~~believes ~~requirements~~that ~~for~~investors ~~capital~~may ~~expenditures~~find orit ~~contractual~~useful ~~commitments;~~to ●assess ~~EBITDA~~the ~~does~~Company’s ~~not~~comparative ~~reflect~~operating ~~changes~~performance because the measures without such items are less susceptible to variances in actual performance resulting from depreciation, oramortization ~~cash~~and ~~requirements~~other ~~for~~expenses that do not relate to our core operations and are more reflective of other factors that affect operating performance. In the case of items that do not relate to our core operations, management believes that investors may find it useful to assess our ~~working~~operating ~~capital~~performance ~~needs;~~if the measures are presented without these items because their financial impact does not reflect ongoing operating performance.

	Fiscal Year
(in thousands)	2024			2023
Adjusted EBITDA Reconciliation
Net loss	$	(10,159	)	$	(18,697	)
Interest expense		2,013			1,071
Income tax expense (benefit)		—			(46	)
Depreciation and amortization		4,344			4,229
EBITDA		(3,802	)		(13,443	)
Share-based compensation expense		1,964			2,102
Impairment of goodwill		—			9,813
Impairment of long-lived assets		—			963
Non-cash valuation adjustments		115			(1,944	)
Acquisition-related costs, severance, and transaction-related bonuses		427			397
Other non-recurring expenses		—			(33	)
Restructuring charges		—			759
Adjusted EBITDA	$	(1,296	)	$	(1,386	)
Adjusted EBITDA margin (1)		(7	)%		(6	)%

●(1) ~~EBITDA~~Adjusted ~~does not reflect the interest expense, or the cash requirements to service interest or principal payments under our Loan Agreement; ●~~ EBITDA ~~does~~as ~~not~~a ~~reflect~~percentage ~~income~~of ~~tax~~GAAP ~~payments~~net that we may be required to make; and ● Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacementsrevenues.

~~Adjusted EBITDA~~Application ~~has all the inherent limitations~~ of ~~EBITDA.~~Critical ToAccounting properly and prudently evaluate our business, the Company encourages readers to review the GAAP financial statements included elsewhere in this Report, and not rely on any single financial measure to evaluate our business. We also strongly urge readers to review the reconciliation of these non-GAAP financial measures to the most comparable GAAP measure in this section, along with the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”.Policies

The following ~~table~~is ~~reconciles~~a ~~EBITDA~~summary ~~and~~of ~~Adjusted EBITDA to net loss for~~ the ~~fiscal~~Company’s ~~years~~most ~~ended~~critical ~~January~~accounting ~~31, 2024 and 2023 (amounts in thousands)~~policies. ~~All~~Refer ofto ~~the~~Note ~~items~~2 ~~included~~– inSignificant ~~the~~Accounting ~~reconciliation~~Policies ~~from EBITDA and Adjusted EBITDA~~ to ~~net~~our ~~loss are~~consolidated ~~either~~financial ~~recurring~~statements ~~non-cash~~included ~~items, or items that management does not consider~~ in ~~assessing~~Part ~~our~~II, ~~on-going~~Item ~~operating performance. In the case of the non-cash items~~8, ~~management~~“Financial ~~believes~~Statements ~~that~~and ~~investors~~Supplementary ~~may~~Data” ~~find~~for ita ~~useful~~complete todiscussion ~~assess~~of the ~~Company’s~~significant ~~comparative~~accounting ~~operating performance~~policies ~~because~~and ~~the~~methods ~~measures~~used ~~without such items are less susceptible to variances~~ in ~~actual performance resulting from depreciation, amortization and other expenses that do not relate to our core operations and are more reflective of other factors that affect operating performance. In~~ the ~~case~~preparation of ~~items that do not relate to~~ our ~~core~~consolidated ~~operations, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their~~ financial ~~impact does not reflect ongoing operating performance~~statements.

	Fiscal Year
(in thousands)	2023			2022
Adjusted EBITDA Reconciliation
Net loss	$	(18,697	)	$	(11,379	)
Interest expense		1,071			749
Income tax expense (benefit)		(46	)		71
Depreciation and amortization		4,229			4,233
EBITDA		(13,443	)		(6,326	)
Share-based compensation expense		2,102			1,680
Impairment of goodwill		9,813			—
Impairment of long-lived assets		963			—
Non-cash valuation adjustments		(1,944	)		(71	)
Acquisition-related costs, severance, and transaction-related bonuses		397			1,149
Other non-recurring expenses		(33	)		(189	)
Restructuring charges		759			—
Adjusted EBITDA	$	(1,386	)	$	(3,757	)
Adjusted EBITDA margin (1)		(6	)%		(15	)%

~~(1)~~Revenue ~~Adjusted EBITDA as a percentage of GAAP net revenues.~~Recognition

~~Application~~ The Company derives revenue from the sale of ~~Critical~~internally ~~Accounting~~developed ~~Policies~~software, either by licensing for local installation or by a SaaS delivery model, through our direct sales force or through third-party resellers. Licensed, locally installed clients on a perpetual model utilize our support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. The Company also derives revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit and consulting services The Company recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

~~The following~~Performance isobligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the client. If we determine that we have not satisfied a ~~summary~~performance obligation, we will defer recognition of the ~~Company’s~~revenue ~~most~~until ~~critical~~the ~~accounting~~performance ~~policies~~obligation is deemed to be satisfied. ~~Refer~~Maintenance and support and SaaS agreements are generally non-cancellable or contain significant penalties for early cancellation, although clients typically have the right to ~~Note~~terminate 2their –contracts ~~Significant~~for ~~Accounting~~cause ~~Policies~~ if we fail to ~~our~~perform ~~consolidated~~material ~~financial~~obligations. ~~statements~~However, ~~included~~if innon-standard ~~Part~~acceptance IIperiods, ~~Item~~non-standard 8performance criteria, ~~“Financial~~or ~~Statements~~cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria. Certain contracts may include aspects of variable consideration as it relates to performance guarantees and ~~Supplementary~~service ~~Data~~level agreements. Significant judgment is required to determine the standalone selling price (“SSP”) for ~~a complete~~each ~~discussion~~performance obligation, impact of variable consideration on total contract price, the ~~significant~~amount ~~accounting~~allocated ~~policies~~to each performance obligation and ~~methods~~whether ~~used~~it depicts the amount that the Company expects to receive in exchange for the ~~preparation~~related product and/or service. The Company recognizes revenue for implementation for certain of ~~our~~its ~~consolidated~~eValuator ~~financial~~SaaS ~~statements~~solution over the contract term, as it has been determined that those implementation services are not a distinct performance obligation. Services for other SaaS and Software solutions such as CDI, RevID and Compare, have been determined as a distinct performance obligation. For these agreements, the Company estimates SSP of its software licenses using the residual approach when the software license is sold with other services and observable SSPs exist for the other services. The Company estimates the SSP for maintenance, professional services, software as a service and audit services based on observable standalone sales.

35Refer to Note 2 – Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information regarding our revenue recognition policies.

~~Revenue Recognition~~Capitalized Software Development Costs

Internal-use software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software. The ~~Company~~ ~~derives~~costs ~~revenue~~incurred ~~from~~in the ~~sale~~preliminary stages of ~~internally~~development ~~developed~~are ~~software,~~expensed ~~either~~as byresearch ~~licensing~~and ~~for~~development ~~local~~costs ~~installation~~as orincurred. byOnce aan ~~SaaS~~application ~~delivery model~~has reached the development stage, ~~through~~internal ~~our~~and ~~direct~~external ~~sales~~costs ~~force~~incurred orto ~~through~~develop ~~third~~internal-~~party~~use ~~resellers.~~software ~~Licensed,~~are ~~locally~~capitalized ~~installed~~and ~~clients~~amortized on a ~~perpetual~~straight-line ~~model~~basis ~~utilize our~~over ~~support~~the ~~and~~estimated ~~maintenance~~useful ~~services~~life ~~for~~of athe ~~separate~~software ~~fee~~(typically three to four years). Maintenance and enhancement costs, ~~whereas~~including ~~term~~those costs in the post-~~based~~implementation ~~locally~~stages, ~~installed~~are ~~license~~typically ~~fees~~expensed ~~and~~as ~~SaaS~~incurred, ~~fees~~unless ~~include~~such ~~support and~~costs ~~maintenance.~~relate ~~The~~to ~~Company~~substantial ~~also~~upgrades ~~derives~~and ~~revenue~~enhancements ~~from~~to ~~professional~~the ~~services~~software that ~~support~~result ~~the~~in ~~implementation,~~added ~~configuration~~functionality, ~~training and~~in ~~optimization~~which ofcase the ~~applications,~~costs asare ~~well~~capitalized asand ~~audit~~amortized ~~and~~on ~~consulting~~a ~~services~~straight-line ~~The~~basis ~~Company~~over ~~recognizes~~the ~~revenue~~estimated touseful ~~depict~~life of the ~~transfer of~~software. ~~promised~~The ~~goods~~Company orreviews ~~services~~the tocarrying ~~clients~~value infor animpairment ~~amount~~whenever facts and circumstances exist that ~~reflects~~would ~~the~~suggest ~~consideration~~that toassets ~~which~~might be impaired or that the ~~entity~~useful ~~expects~~lives toshould be ~~entitled~~modified. Amortization expense related to capitalized internal-use software development costs is included in ~~exchange for~~Cost ~~those~~of ~~goods~~software oras ~~services~~a service on the consolidated statements of operations.

~~Performance~~ ~~obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised~~ 37 to the client. If we determine that we have not satisfied a performance obligation, we will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Maintenance and support and SaaS agreements are generally non-cancellable or contain significant penalties for early cancellation, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria. Certain contracts may include aspects of variable consideration as it relates to performance guarantees and service level agreements. Significant judgment is required to determine the standalone selling price (“SSP”) for each performance obligation, impact of variable consideration on total contract price, the amount allocated to each performance obligation and whether it depicts the amount that the Company expects to receive in exchange for the related product and/or service. The Company recognizes revenue for implementation for certain of its eValuator SaaS solution over the contract term, as it has been determined that those implementation services are not a distinct performance obligation. Services for other SaaS and Software solutions such as CDI, RevID and Compare, have been determined as a distinct performance obligation. For these agreements, the Company estimates SSP of its software licenses using the residual approach when the software license is sold with other services and observable SSPs exist for the other services. The Company estimates the SSP for maintenance, professional services, software as a service and audit services based on observable standalone sales.

~~Refer to~~Goodwill ~~Note 2 – Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8, “Financial Statements~~ and ~~Supplementary~~Intangible ~~Data” for additional information regarding our revenue recognition policies.~~Assets

~~Capitalized Software~~Goodwill ~~Development~~and ~~Costs~~other intangible assets were recognized in conjunction with the acquisitions of Interpoint Partners, LLC (“Interpoint”), Meta Health Technology, Inc. (“Meta”), Clinical Looking Glass® (“CLG”), Opportune IT, Unibased Systems Architecture, Inc. (“Unibased”), and Avelead. Identifiable intangible assets include purchased intangible assets with finite lives, which primarily consist of internally-developed software, client relationships, non-compete agreements and license agreements. Finite-lived purchased intangible assets are amortized over their expected period of benefit, which generally ranges from one month to 15 years, using the straight-line method.

~~Software development~~We ~~costs~~assess for software to be sold, leased, or marketed are accounted for in accordance with Accounting Standards Codification (“ASC”) 985-20, Software — Costs of Software to be Sold, Leased or Marketed. Costs associated with the ~~planning and~~useful ~~design~~lives ~~phase of software development are classified as research~~ and ~~development~~possible ~~costs~~impairment ~~and are expensed as incurred. Once technological feasibility has been established, a portion~~ of ~~the~~existing ~~costs~~recognized ~~incurred~~goodwill inon ~~development, including coding, testing and quality assurance, are capitalized until available for general release to clients, and subsequently reported~~ at ~~the~~least ~~lower~~an ofannual ~~unamortized cost or net realizable value. Amortization is calculated on a solution-by-solution~~ basis, and isgoodwill ~~included in cost of professional fees~~ and ~~licenses~~intangible onassets ~~the~~when ~~consolidated statements~~an ofevent ~~operations.~~occurs ~~Annual~~that ~~amortization~~may istrigger ~~measured~~such ~~at the greater of~~ a) the ratio of the software product’s current gross revenues to the total of current and expected gross revenues or b) straight-line over the remaining economic life of the software (typically two years)review. ~~Unamortized~~Factors ~~capitalized~~considered ~~costs~~important ~~determined~~which tocould betrigger ~~in excess of the net realizable value of~~ a ~~solution~~review ~~are expensed at the date of such determination.~~include:

36● significant under-performance relative to historical or projected future operating results; ● significant changes in the manner of use of the acquired assets or the strategy for the overall business; ● identification of other impaired assets within a reporting unit; ● disposition of a significant portion of an operating segment; ● significant negative industry or economic trends; ● significant decline in the Company’s stock price for a sustained period; and ● a decline in the market capitalization relative to the net book value.

~~Internal-use~~ ~~software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software. The costs incurred in the preliminary~~ 38 stages of development are expensed as research and development costs as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three to four years). Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs is included in Cost of software as a service on the consolidated statements of operations.

~~Goodwill~~ The Company completed an interim goodwill assessment as of October 31, 2024 and it's annual ~~Intangible~~assessment ~~Assets~~for fiscal 2024 as of November 1, 2024. The Company's fair value is not substantially in excess of its carrying value which introduces risk that testing for impairment does not pass the first step and requires detailed testing on an interim basis. The Company used a weighted sum of income and market approaches to determine the fair value of the Company’s goodwill. Under the income approach, the fair value was based on the present value of the estimated debt-free, discounted cash flows that the reporting unit is expected to generate. Cash flow projections were based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate was based on the weighted average cost of capital appropriate for the Company. Under the market approach, the fair value was based on the Company's market capitalization adjusted for a control premium, which was determined by assessing recent change in control transactions of comparable companies.

~~Goodwill and~~Refer ~~other~~to ~~intangible~~Note ~~assets~~6 ~~were~~– ~~recognized~~Goodwill in conjunction with the acquisitions of Interpoint Partners, LLC (“Interpoint”), Meta Health Technology, Inc. (“Meta”), Clinical Looking Glass® (“CLG”), Opportune IT, Unibased Systems Architecture, Inc. (“Unibased”), and ~~Avelead.~~Intangible ~~Identifiable~~Assets for ~~intangible~~additional ~~assets~~information ~~include~~regarding ~~purchased~~our ~~intangible~~goodwill ~~assets with finite lives, which primarily consist of internally-developed software, client relationships, non-compete agreements~~ and ~~license agreements. Finite-lived purchased~~ intangible ~~assets are amortized over their expected period of benefit, which generally ranges from one month to 15 years, using the straight-line method~~testing.

~~We assess~~The ~~the~~fair ~~useful~~value ~~lives~~of our reporting unit and ~~possible~~intangible ~~impairment~~assets ofis ~~existing~~subjective ~~recognized~~in ~~goodwill~~nature onand atinvolves ~~least~~the anuse ~~annual~~of ~~basis~~significant estimates and assumptions, particularly related to future operating results and ~~goodwill~~cash flows. These estimates and ~~intangible assets~~assumptions ~~when~~include, anbut ~~event~~are ~~occurs~~not ~~that~~limited ~~may~~to, ~~trigger~~revenue ~~such~~growth arates ~~review~~and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, control premiums, and future economic and market conditions. ~~Factors~~If ~~considered~~we ~~important~~do ~~which~~not achieve our forecasts or the Company’s share price declines further, it is possible the goodwill of the Company could ~~trigger~~be deemed to be impaired again in a ~~review~~future ~~include:~~period.

●The ~~significant~~risks ~~under-performance~~and ~~relative~~potential toimpacts ~~historical~~on ~~or projected future operating results; ● significant changes in~~ the ~~manner~~fair ofvalue ~~use~~ of ~~the~~our ~~acquired~~goodwill ~~assets~~and orlong-lived ~~the strategy for the overall business; ● identification of other impaired~~ assets ~~within~~are aincluded ~~reporting unit; ● disposition of a significant portion of an operating segment; ● significant negative industry or economic trends; ● significant decline~~ in ~~the~~our ~~Company’s~~risk ~~stock~~factor ~~price~~disclosures ~~for~~referenced aunder ~~sustained~~“Item ~~period;~~1A. ~~and~~Risk ~~● a decline in the market capitalization relative to the net book value~~Factors”.

37Income Taxes

~~The Company~~Income ~~completed~~taxes ~~its~~are ~~annual~~accounted ~~goodwill~~for ~~assessment~~under ~~for~~the ~~fiscal~~asset ~~2023~~and asliability ofmethod. ~~October~~Deferred ~~31,~~tax ~~2023.~~assets Weand ~~used~~liabilities aare ~~weighted~~recognized ~~sum~~for ofthe ~~income~~future ~~and~~tax ~~market approaches~~consequences attributable to ~~determine~~differences between the ~~fair~~financial ~~value~~statement carrying amounts of ~~the~~existing ~~Company’s~~assets ~~goodwill~~and liabilities and their respective tax bases and for tax credits and loss carry-forwards. ~~Under~~Deferred ~~the~~tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income ~~approach,~~in the ~~fair~~years ~~value~~in ~~was~~which ~~based~~those ontemporary ~~the~~differences ~~present value~~are ofexpected ~~the~~to ~~estimated~~be ~~debt-free~~recovered or settled. In assessing net deferred tax assets, ~~discounted~~we ~~cash~~consider ~~flows~~whether it is more likely than not that some or all of the ~~reporting~~deferred ~~unit~~tax isassets ~~expected~~will tonot ~~generate~~be realized. ~~Cash~~We ~~flow~~establish ~~projections~~a ~~were~~valuation ~~based on~~allowance ~~management’s~~when ~~estimates~~it ofis ~~revenue~~more ~~growth~~likely ~~rates~~than ~~and~~not ~~operating~~that ~~margins,~~all ~~taking~~or ~~into~~a ~~consideration~~portion ~~industry~~of ~~and~~deferred ~~market~~tax ~~conditions~~assets will not be realized. ~~The~~ ~~discount~~Refer ~~rate~~to ~~was~~Note ~~based~~7 on– ~~the~~Income ~~weighted~~Taxes ~~average~~to ~~cost~~our ofconsolidated ~~capital~~financial ~~appropriate~~statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for ~~the~~further ~~Company~~details.

In ~~the third quarter of fiscal 2023, the Company received a notice from a significant SaaS client of its intent not to renew its contract~~ 39 following the expiration of the current term on December 31, 2023. The Company also announced it was accelerating the Strategic Restructuring to reduce costs while continuing the Company’s focus on expanding its SaaS operations. These announcements triggered a significant decrease in the Company’s share price. Based on these factors, we determined there were indicators that the goodwill may be impaired, and accordingly, performed an interim goodwill impairment test as of October 31, 2023. The results of the impairment test showed the fair value of the reporting unit was lower than the carrying value, resulting in a $9.8 million goodwill impairment charge. As of January 31, 2024, no further impairment was required for goodwill. The remaining goodwill balance of the Company after recording the goodwill impairment charge is $13.3 million.

~~Also, during~~Liquidity ~~the third quarter of fiscal 2023, due to the factors discussed above, we assessed whether the carrying amounts of the Company’s long-lived assets may not be recoverable~~ and, ~~therefore,~~Capital impaired. Our assessment resulted in an impairment charge of $1.0 million, primarily attributable to client relationships related to a subset of consulting related services the Company expects will not be a core part of its business going forward. The impairment charge was calculated using the asset’s salvage value as it was considered no longer held for use.Resources

The fair value of our reporting unit and intangible assets is subjective in nature and involves the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions. If we do not achieve our forecasts or the Company’s share price declines further, it is possible the goodwill of the Company could be deemed to be impaired again in a future period.Overview

The ~~risks~~ ~~and~~Company’s ~~potential~~liquidity ~~impacts~~is ondependent upon numerous factors including: (i) the ~~fair~~timing ~~value~~and amount of ~~our~~revenues ~~goodwill~~and collection of contractual amounts from clients, (ii) amounts invested in research and ~~long~~development and capital expenditures, and (iii) the level of operating expenses, all of which can vary significantly from quarter-~~lived~~to-quarter. ~~assets~~The Company’s primary cash requirements include regular payment of payroll and other business expenses, principal and interest payments on debt and minor amounts of capital expenditures. Capital expenditures generally include computer hardware and computer software to support internal development efforts or SaaS data center infrastructure. Operations are ~~included~~funded inwith ~~our~~cash ~~risk~~generated ~~factor~~by ~~disclosures~~operations, ~~referenced~~ borrowings under ~~“Item~~the 1Abank credit facilities and unsecured subordinated promissory notes and sales of the Company's common stock. ~~Risk~~To ~~Factors”~~date, the Company has not generated sufficient revenues to allow it to generate cash flow from operations and the Company anticipates the need for additional liquidity in the next twelve months. Cash and cash equivalent balances at January 31, 2025 and 2024 were $2,183,000 and $3,190,000, respectively.

~~Income Taxes~~Capital Raise

~~Income taxes~~Debt ~~are~~Private accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. We establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Refer to Note 7 – Income Taxes to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further details.Placement

38On February 1, 2024, the Company entered into a securities purchase agreement with certain accredited investors, including certain directors and officers of the Company, pursuant to which the Company agreed to sell to the investors unsecured subordinated promissory notes in the aggregate principal amount of $4.4 million and warrants to purchase up to an aggregate of 267,728 shares of the Company’s common stock in a private placement (the “Debt Private Placement”). The closing of the Debt Private Placement occurred on February 7, 2024.

~~Liquidity and~~Common ~~Capital~~Stock ~~Resources~~Private Placement

~~Overview~~On February 6, 2024, the Company completed the sale of 17,543 shares of the Company’s common stock to an accredited investor at a purchase price of $5.70 per share for an aggregate purchase price of $100,000 (the “Common Stock Private Placement”).

~~The Company’s~~Authorized ~~liquidity~~Shares is dependent upon numerous factors including: (i) the timing and amount of revenues and collection of contractual amounts from clients, (ii) amounts invested in research and development and capital expenditures, and (iii) the level of operating expenses, all of which can vary significantly from quarter-to-quarter. The Company’s primary cash requirements include regular payment of payroll and other business expenses, principal and interest payments on debt and minor amounts of capital expenditures. Capital expenditures generally include computer hardware and computer software to support internal development efforts or SaaS data center infrastructure. Operations are funded with cash generated by operations and borrowings under the bank credit facilities. The Company believes that cash flows from operations and available credit facilities are adequate to fund current obligations for twelve months from the date of issuance of the audit report on the Company’s consolidated financial statements. Cash and cash equivalent balances at January 31, 2024 and 2023 were $3,190,000 and $6,598,000, respectively. Amendment

~~Capital Raise~~At the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) held on June 15, 2023, the Company’s stockholders approved an amendment to the 2013 Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 66,666 shares, from 681,549 shares to 748,216 shares.

~~Registered~~ ~~Direct~~ At ~~Offering~~the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) held on June 13, 2024, the Company’s stockholders approved a new 2024 Omnibus Employee Incentive Plan and allocated 449,260 of shares of the Company’s common stock authorized for issuance thereunder.

On ~~October 24, 2022, the Company entered into purchase agreements with certain investors pursuant to which the Company agreed to issue and~~ 40 sell in a registered direct offering (the “2022 Offering”) an aggregate of 6,299,989 shares of common stock, par value $0.01 per share, at a purchase price of $1.32 per share. The gross proceeds to the Company from the 2022 Offering were approximately $8,316,000. The Company intends to use the proceeds of the 2022 Offering for general corporate purposes. The 2022 Offering closed on October 26, 2022.

~~Debt Private~~Credit ~~Placement~~Facility

~~On February~~The 1,Company ~~2024,~~has liquidity through the ~~Company~~Loan ~~entered~~Agreement ~~into~~with aWestern ~~securities~~Alliance ~~purchase~~Bank ~~agreement~~(“WAB”). ~~with~~On ~~certain~~November ~~accredited~~29, ~~investors~~2022, ~~including~~the ~~certain~~Company ~~directors and~~executed ~~officers~~the ofSecond Modification (the ~~Company,~~“Second ~~pursuant~~Modification”) to the Loan Agreement which expanded the Company’s ~~agreed~~total borrowing to ~~sell~~include toa ~~the~~$2,000,000 ~~investors~~revolving ~~unsecured~~line ~~subordinated~~of ~~promissory~~credit. ~~notes~~The in revolving line of credit is co-terminus with the ~~aggregate~~term ~~principal~~loan ~~amount~~portion of ~~$4.4~~the ~~million~~Loan Agreement and ~~warrants~~matures toon ~~purchase~~August up26, 2026. There are no requirements to andraw ~~aggregate~~on the line of ~~4,052,631~~credit. ~~shares~~Amounts outstanding under the line of credit portion of the ~~Company’s common~~Loan ~~stock~~Agreement inbear interest at a ~~private~~per ~~placement~~annum (rate equal to the ~~“Debt~~Prime ~~Private~~Rate ~~Placement”~~(as published in The Wall Street Journal) plus 1.5%, ~~The~~with ~~closing~~a ofPrime ~~the~~“floor” ~~Debt~~rate ~~Private~~of ~~Placement~~3.25%. ~~occurred~~On ~~on February~~November 713, 2024, the Company executed the Fifth Modification (the “Fifth Modification”) to the Loan Agreement which amended certain financial covenants under the Loan Agreement. Refer to Note 145 – ~~Subsequent~~Debt ~~Events~~ to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information regarding the ~~Debt~~Loan ~~Private~~Agreement, ~~Placement~~the Second Modification, and the Fifth Modification. At January 31, 2025, there was a $1,000,000 outstanding balance on the revolving line of credit.

~~Common Stock~~Under ~~Private~~the ~~Placement~~Loan Agreement, the Company has a term loan facility with an initial, maximum, principal amount of $10,000,000. Amounts outstanding under the Loan Agreement bear interest at a per annum rate equal to the Prime Rate (as published in The Wall Street Journal) plus 1.5%, with a Prime “floor” rate of 3.25%.

~~On February~~The 6,Fifth ~~2024,~~Modification ~~the~~includes ~~Company~~customary completed the sale of 263,158 shares of the Company’s common stock to an accredited investor at a purchase price of $0.38 per share for an aggregate purchase price of $100,000 (the “Common Stock Private Placement”). Refer to Note 14 – Subsequent Events to our consolidated financial ~~statements~~covenants ~~included~~as ~~in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information regarding the Common Stock Private Placement.~~follows:

~~Authorized Shares~~a. ~~Amendment~~Maximum ARR Net Leverage Ratio. Commencing with the month ended September 30, 2024, Borrowers’ ARR Net Leverage Ratio, measured on a monthly basis as of the last day of each month, shall not be greater than the amount set forth under the heading “Maximum ARR Net Leverage Ratio” as of, and for each of the dates appearing adjacent to such “Maximum ARR Net Leverage Ratio”.

At the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) held on June 7, 2022, the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Plan (the “2013 Plan”) to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 2,000,000 shares, from 8,223,246 shares to 10,223,246 shares. The Company’s stockholders also approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the total number of authorized shares of the Company’s common stock from 65,000,000 shares to 85,000,000 shares.

	Maximum
	ARR Net Leverage
Month Ending	Ratio
September 30, 2024		0.68 to 1.00
October 31, 2024		0.66 to 1.00
November 30, 2024		0.64 to 1.00
December 31, 2024		0.60 to 1.00
January 31, 2025		0.35 to 1.00
April 30, 2025		0.35 to 1.00

~~At the~~b. ~~2023~~Minimum ~~Annual~~Adjusted ~~Meeting~~EBITDA. ofCommencing ~~Stockholders~~with (the ~~“2023~~month ~~Annual~~ended ~~Meeting”)~~September ~~held~~30, on2024, ~~June~~Borrowers ~~15,~~shall ~~2023~~maintain Adjusted EBITDA, measured on a monthly basis as of the ~~Company’s~~last ~~stockholders approved~~day of each month, in an ~~amendment~~amount tonot ~~the~~less ~~2013~~than ~~Plan~~the toamounts ~~increase~~(or, in the ~~number~~case of ~~shares~~amounts ofset forth in parentheses, no worse than the ~~Company’s~~amounts) ~~common~~set ~~stock~~forth ~~authorized~~under ~~for~~the ~~issuance~~heading ~~thereunder by~~“Minimum ~~1,000,000~~Adjusted ~~shares,~~EBITDA” ~~from~~as 10of,~~223,246~~ ~~shares~~and for each of the dates appearing adjacent to ~~11,223,246~~such ~~shares~~“Minimum Adjusted EBITDA.”

	Minimum
Month Ending	Adjusted EBITDA
September 30, 2024		(225,000	)
October 31, 2024		(500,000	)
November 30, 2024		(150,000	)
December 31, 2024		(100,000	)
January 31, 2025 and on the last day of each month thereafter through April 30, 2025		0

~~Credit~~ ~~Facility~~ 41

The ~~Company~~ ~~has~~Loan ~~liquidity~~Agreement ~~through~~includes ~~the~~customary ~~Loan~~negative ~~Agreement~~covenants, ~~with~~subject ~~Western~~to ~~Alliance~~exceptions, ~~Bank~~which ~~(“WAB”).~~limit Ontransfers, ~~November~~capital 29expenditures, ~~2022~~indebtedness, ~~the~~certain ~~Company~~liens, ~~executed the~~investments, ~~Second~~acquisitions, ~~Modification~~dispositions ~~(the~~of ~~“Second~~assets, ~~Modification”)~~restricted topayments, and the ~~Loan~~business ~~Agreement~~activities ~~which~~of ~~expanded~~ the Company’s, ~~total~~as ~~borrowing to~~well ~~include~~as acustomary $2representations and warranties,~~000,000~~ ~~revolving~~affirmative ~~line~~covenants ofand ~~credit.~~events ~~The~~of ~~revolving~~default, ~~line~~including ofcross ~~credit~~defaults isand ~~co-terminus~~a ~~with~~change ~~the~~of ~~term~~control ~~loan~~default. ~~portion~~The line of ~~the~~credit ~~Loan Agreement~~is ~~and~~also ~~matures~~subject onto ~~August~~customary ~~26,~~prepayment ~~2026~~requirements. ~~There~~For ~~are~~the noperiod ~~requirements~~ended toJanuary ~~draw~~31, on2025, the ~~line~~Company ofwas ~~credit.~~not ~~Amounts~~in ~~outstanding~~compliance ~~under~~with ~~the~~certain ~~line of~~financial covenants ~~credit~~under ~~portion of~~ the Loan Agreement; ~~bear~~however, ~~interest~~on atMarch a27, ~~per~~2025, ~~annum~~the ~~rate~~Company ~~equal~~received toa ~~the~~waiver ~~Prime~~from ~~Rate~~WAB ~~(as published~~ in ~~The~~connection ~~Wall Street Journal) plus 1.5%,~~ with athe ~~Prime~~execution ~~“floor” rate~~ of ~~3.25%.~~the ~~The~~Third ~~Second~~ Modification ~~also~~(as ~~amended~~defined ~~certain financial covenants under the Loan Agreement~~below). Refer to Note 5 – Debt to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for ~~additional~~more information ~~regarding the Loan Agreement and the Second Modification~~. ~~At January 31, 2024, there was a $1,500,000 outstanding balance on the revolving line of credit.~~

~~Under the~~On ~~Loan~~March ~~Agreement~~27, 2025, the Company ~~has~~executed athe ~~term~~Sixth ~~loan~~Modification ~~facility~~and ~~with~~Waiver an(the ~~initial,~~“Sixth ~~maximum,~~Modification”) ~~principal~~to ~~amount of $10,000,000. Amounts outstanding under~~ the Loan Agreement. ~~bear~~Refer ~~interest~~to atNote a14 ~~per~~– ~~annum~~Subsequent ~~rate~~Events ~~equal~~ to ~~the~~our ~~Prime~~consolidated ~~Rate~~financial ~~(as~~statements ~~published~~included in ~~The~~Part ~~Wall~~II, ~~Street Journal)~~Item ~~plus 1.5%~~8, ~~with~~“Financial aStatements ~~Prime~~and ~~“floor~~Supplementary Data” ~~rate~~for ofadditional 3information regarding the Sixth Modification.~~25%.~~

~~The Second~~Significant ~~Modification~~cash ~~includes customary financial covenants as follows:~~obligations

	a.	Minimum Cash. Borrowers shall, at all times, maintain unrestricted cash in an amount not less than Two Million Dollars ($2,000,000).
			As of January, 31
	b.	Maximum Debt to ARR Ratio. Borrowers’ Maximum Debt to ARR Ratio, measured on a quarterly basis as of the last day of each fiscal quarter, shall not be greater than the amount set forth under the heading “Maximum Debt to ARR Ratio” as of, and for each of the dates appearing adjacent to such “Maximum Debt to ARR Ratio”.
(in thousands)			2025		2024
Term loan (1)		$	7,709	$	9,066
Notes payable (2)			4,415		—
Acquisition earnout liability (3)			377		1,794
Line of credit (4)			1,000		1,500

Quarter Ending		Maximum Debt to ARR Ratio
(1)	Term loan balance is reported net of unamortized deferred financing costs of $36,000 and $69,000 plus accrued financing costs payable of $245,000 and $135,000 each as of January 31, 2025 and 2024, respectively. Refer to Note 5 – Debt to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information. The term loan balance as of January 31, 2025 and January 31, 2024 was bank term debt.
October 31, 2022		0.80 to 1.00
(2)	Refer to Note 5 – Debt for additional information. The cash obligation is net of discounts on notes payable of $573,000 and deferred financing costs of $107,000.
January 31, 2023		0.70 to 1.00
(3)	The fair value of the acquisition earnout liability is based upon a probability-weighted discounted cash flow as of January 31, 2024. As of January 31, 2025, the acquisition earnout liability reflects the remaining cash balance. Refer to Note 3 – Business Combination for additional information.
April 30, 2023		0.65 to 1.00
(4)	Refer to Note 5 – Debt for additional information.
July 31, 2023		0.60 to 1.00
October 31, 2023		0.55 to 1.00
January 31, 2024		0.55 to 1.00

c.Operating ~~Maximum~~cash ~~Debt~~flow to Adjusted EBITDA Ratio. Commencing with the quarter ending April 30, 2024, Borrowers’ Maximum Debt to Adjusted EBITDA Ratio, measured on a quarterly basis as of the last day of each fiscal quarter for the trailing four (4) quarter period then ended, shall not be greater than the amount set forth under the heading “Maximum Debt to Adjusted EBITDA Ratio” as of, and for each of the dates appearing adjacent to such “Maximum Debt to Adjusted EBITDA Ratio”.activities

Quarter Ending		Maximum Debt to Adjusted EBITDA Ratio
	Fiscal Year
April 30, 2024		3.50 to 1.00
(in thousands)	2024			2023
July 31, 2024, and on the last day of each quarter, thereafter		2.00 to 1.00
Net loss	$	(10,159	)	$	(18,697	)
Non-cash adjustments to net loss		7,567			15,151
Cash impact of changes in assets and liabilities		1,078			1,331
Net cash used in operating activities	$	(1,514	)	$	(2,215	)

d.The ~~Fixed~~Company ~~Charge~~had ~~Coverage Ratio. Commencing with the quarter ending April 30, 2024, Borrowers shall maintain~~ a ~~Fixed~~lower ~~Charge~~net ~~Coverage~~loss ~~Ratio~~from ofoperations ~~not~~and ~~less~~lower ~~than~~non-cash ~~1.20~~adjustments to ~~1.00,~~net ~~measured~~loss onprimarily adue ~~quarterly~~goodwill ~~basis~~and asintangible ofimpairments ~~the~~than ~~last day of each~~ fiscal ~~quarter for the trailing four (4) quarter period then ended~~2024.

40 42

~~The Loan~~Investing ~~Agreement~~cash ~~includes~~flow customary negative covenants, subject to exceptions, which limit transfers, capital expenditures, indebtedness, certain liens, investments, acquisitions, dispositions of assets, restricted payments, and the business activities of the Company, as well as customary representations and warranties, affirmative covenants and events of default, including cross defaults and a change of control default. The line of credit is also subject to customary prepayment requirements. For the period ended January 31, 2024, the Company was not in compliance with the Maximum Debt to ARR Ratio covenant under the Loan Agreement; however, on February 7, 2024, the Company received a waiver from WAB in connection with the execution of the Third Modification (as defined below). Refer to Note 5 – Debt to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information.

On February 7, 2024, the Company executed the Third Modification and Waiver (the “Third Modification”) to the Loan Agreement. Refer to Note 14 – Subsequent Events to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information regarding the Third Modification.

	Fiscal Year
(in thousands)	2024			2023
Purchases of property and equipment		(7	)		(54	)
Capitalized software development costs		(851	)		(1,567	)
Net cash used in investing activities	$	(858	)	$	(1,621	)

~~Significant~~ The cash ~~obligations~~used in investing activities for fiscal 2024 and fiscal 2023 includes capitalized software development costs. The Company expects continued capitalizable projects associated with the Company’s flagship products; however, the rate of capitalization may temporarily remain constant or decrease as a result of the Strategic Restructuring.

	As of January, 31
(in thousands)	2024		2023
Term loan (1)	$	9,066	$	9,714

Financing cash flow activities

(1) Term loan balance is reported net of unamortized deferred financing costs of $69,000 and $105,000 plus accrued financing costs payable of $135,000 and $69,000 each as of January 31, 2024 and 2023, respectively. Refer to Note 5 – Debt to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information. The term loan balance as of January 31, 2024 and January 31, 2023 was bank term debt.

	Fiscal Year
(in thousands)	2024			2023
Proceeds from issuance of common stock	$	100		$	—
Proceeds from line of credit		1,000			1,500
Payments of acquisition earnout liabilities		(886	)		—
Repayment of line of credit		(1,500	)		—
Repayment of bank term loan		(1,500	)		(750	)
Proceeds from notes payable		4,400			—
Repurchase of common shares to satisfy employee tax withholding		(81	)		(280	)
Payment of deferred financing costs		(168	)		(44	)
Other		—			2
Net cash provided by financing activities	$	1,365		$	428

~~Operating~~ The cash ~~flow~~provided by financing activities for fiscal 2024 was primarily attributable to proceeds from issuance of unsecured subordinated promissory notes in connection with the Company’s debt private placement, draws on the line of credit offset by the principal payments on the term loan and line of credit and payments related to the acquisition and earnout liabilities. Refer to Note 5 – Debt to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information.

	Fiscal Year
(in thousands)	2023			2022
Net loss	$	(18,697	)	$	(11,379	)
Non-cash adjustments to net loss		15,151			6,120
Cash impact of changes in assets and liabilities		1,331			(1,884	)
Net cash used in operating activities	$	(2,215	)	$	(7,143	)

The cash provided by financing activities for fiscal 2023 was primarily attributable to draws on the Company's line of credit offset by principal payments on the term loan and repurchases of the Company's stock related to employee tax withholdings.

~~The Company~~Item ~~had~~7A. aQuantitative ~~higher net loss from operations~~ and ~~higher~~Qualitative ~~non-cash~~Disclosures ~~adjustments~~About toMarket net loss primarily due to higher rates of amortization and goodwill and intangible impairments than fiscal 2023. The Company’s accounts receivable was significantly lower in fiscal 2023 as compared to fiscal 2022 primarily due to the timing of collection on certain annual invoices.Risk

41As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

~~Investing~~ ~~cash flow activities~~ 43

	Fiscal Year
(in thousands)	2023			2022
Purchases of property and equipment		(54	)		(10	)
Capitalized software development costs		(1,567	)		(1,924	)
Net cash used in investing activities	$	(1,621	)	$	(1,934	)

Item 8. Financial Statements and Supplementary Data

~~The cash~~INDEX ~~used~~TO inCONSOLIDATED ~~investing~~FINANCIAL ~~activities~~STATEMENTS ~~for~~AND ~~fiscal~~SCHEDULE ~~2023~~COVERED ~~and~~BY ~~fiscal~~REPORTS ~~2022~~OF ~~includes~~INDEPENDENT ~~capitalized~~REGISTERED ~~software~~PUBLIC ~~development~~ACCOUNTING costs. The Company expects continued capitalizable projects associated with the Company’s flagship products; however, the rate of capitalization may temporarily remain constant or decrease as a result of the 2023 Restructuring.FIRM

Financing cash flow activities

Report of Independent Registered Public Accounting Firm	45
Consolidated Balance Sheets at January 31, 2025 and 2024	49
Consolidated Statements of Operations for the two years ended January 31, 2025	51
Consolidated Statements of Changes in Stockholders’ Equity for the two years ended January 31, 2025	52
Consolidated Statements of Cash Flows for the two years ended January 31, 2025	53
Notes to Consolidated Financial Statements	54

	Fiscal Year
(in thousands)	2023			2022
Proceeds from issuance of common stock	$	—		$	8,316
Proceeds from line of credit		1,500			—
Payments of acquisition earnout liabilities		—			(2,012	)
Payments for costs directly attributable to the issuance of common stock		—			(52	)
Repayment of bank term loan		(750	)		(250	)
Proceeds from term loan payable		—			—
Payments related to settlement of employee shared-based awards		(280	)		(197	)
Payment of deferred financing costs		(44	)		(20	)
Other		2			6
Net cash provided by financing activities	$	428		$	5,791

All other financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

~~The~~ cash provided by financing activities for fiscal 2023 was primarily attributable to draws on the line of credit offset by the principal payments on the term loan. Refer to Note 5 – Debt to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information. The $ 44~~,000 of deferred financing costs payments are related to the debt private financing as further described in~~ ~~Note 14 – Subsequent to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”~~

~~The~~Report ~~cash provided by financing activities for fiscal 2022 was primarily attributable to the 2022 Offering~~ of ~~the~~Independent ~~Company’s~~Registered ~~common~~Public ~~stock,~~Accounting which closed on October 26, 2022, offset by earnout payments related to the Avelead acquisition. Refer to Note 8 – Equity to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information on the 2022 Offering.Firm

~~Item 7A.~~To ~~Quantitative~~the ~~and~~Shareholders, ~~Qualitative~~Board ~~Disclosures~~of ~~About~~Directors, ~~Market~~and ~~Risk~~Audit Committee

~~As a~~Streamline ~~“smaller~~Health ~~reporting company~~Solutions,” ~~as defined by Item 10 of Regulation S-K, we are not required to provide this information~~Inc.

42Opinion on the Consolidated Financial Statements

~~Item 8~~We have audited the accompanying consolidated balance sheets of Streamline Health Solutions, Inc. ~~Financial~~and ~~Statements~~its subsidiaries (the “Company”) as of January 31, 2025 and ~~Supplementary~~2024, ~~Data~~the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2025, and the related notes and financial statement schedule II (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of their operations and their cash flows for each of the years in the two-year period ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~INDEX TO~~Going ~~CONSOLIDATED~~Concern ~~FINANCIAL STATEMENTS AND SCHEDULE COVERED BY REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Report of Independent Registered Public Accounting Firm	44
Consolidated Balance Sheets at January 31, 2024 and 2023	47
Consolidated Statements of Operations for the two years ended January 31, 2024	49
Consolidated Statements of Changes in Stockholders’ Equity for the two years ended January 31, 2024	50
Consolidated Statements of Cash Flows for the two years ended January 31, 2024	51
Notes to Consolidated Financial Statements	52
Schedule II — Valuation and Qualifying Accounts	80

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has identified certain conditions relating to its outstanding debt that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~All other~~Basis ~~financial~~for ~~statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.~~Opinion

43These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

~~Report of~~We ~~Independent~~are ~~Registered~~a public accounting firm registered with the Public Company Accounting ~~Firm~~Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Stockholders~~ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and ~~Board~~perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~Directors~~material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Streamline Health~~Our ~~Solutions~~audits included performing procedures to assess the risks of material misstatement of the financial statements, ~~Inc~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Opinion on~~Critical ~~the~~Audit ~~Consolidated Financial Statements~~Matters

~~We have~~The ~~audited~~critical ~~the~~audit ~~accompanying~~matters ~~consolidated~~communicated ~~balance~~below ~~sheets~~are ofmatters ~~Streamline~~arising ~~Health~~from ~~Solutions, Inc. and its subsidiaries (~~the ~~“Company”) as~~current-period audit of ~~January 31, 2024 and 2023,~~ the ~~related~~financial ~~consolidated~~ statements ofthat ~~operations,~~were ~~changes~~communicated inor ~~stockholders’~~required ~~equity,~~to ~~and~~be ~~cash~~communicated ~~flows for~~to ~~each of~~ the ~~years~~audit incommittee ~~the two-year period ended January 31, 2024,~~ and ~~the~~that: ~~related~~(1) relate ~~notes~~to ~~and~~accounts ~~financial~~or ~~statement~~disclosures ~~schedule~~that IIare ~~(collectively referred~~material to as the “financial statements~~”).~~ Inand (2) involved our ~~opinion~~especially challenging, ~~the~~subjective, ~~financial~~or ~~statements~~complex ~~referred~~judgments. The tocommunication ~~above~~of ~~present~~critical ~~fairly,~~audit ~~in all~~matters ~~material~~does ~~respects,~~not ~~the~~alter ~~financial~~in ~~position~~any ofway ~~the~~our ~~Company~~opinion ason ofthe ~~January~~financial 31statements, ~~2024~~taken ~~and~~as ~~2023~~a whole, and ~~the~~we ~~results~~are ofnot, ~~their~~by ~~operations~~communicating ~~and their~~the ~~cash~~critical ~~flows~~audit ~~for~~matters ~~each~~below, ofproviding ~~the~~separate ~~years~~opinions inon the ~~two-year~~critical ~~period~~audit ~~ended~~matters ~~January~~or ~~31,~~on ~~2024,~~the inaccounts ~~conformity~~or ~~with~~disclosures ~~accounting~~to ~~principles~~which ~~generally accepted~~they ~~in the United States of America (“U~~relate.~~S. GAAP”).~~

~~Basis~~ ~~for Opinion~~ 45

~~These financial~~ ~~statements~~Critical ~~are~~Audit ~~the~~Matter ~~responsibility~~- ofCapitalized ~~the~~Software ~~Company’s~~Development ~~management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.~~Costs

~~We are~~As adescribed ~~public~~in ~~accounting~~Note ~~firm~~2 ~~registered~~to ~~with~~ the ~~Public~~financial statements, the Company ~~Accounting~~develops ~~Oversight~~internal-use ~~Board~~software ~~(United~~within ~~States)~~the scope of ASC 350-40, Internal-Use Software (“~~PCAOB~~Topic 350”). ~~and~~ Costs associated with the preliminary stages of development are ~~required~~classified toas beresearch ~~independent~~and ~~with~~development ~~respect~~costs toand ~~the~~expensed ~~Company~~as inincurred. ~~accordance~~Costs associated with the ~~U.S.~~application ~~federal~~development ~~securities~~stage ~~laws~~are capitalized. Maintenance and enhancement costs, including costs in the ~~applicable~~post-implementation ~~rules~~ stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and ~~regulations~~enhancements ofthat result in added functionality, in which case the ~~Securities~~costs ~~and~~are ~~Exchange~~capitalized. ~~Commission~~Capitalized ~~and~~amounts are amortized on a straight-line basis over the ~~PCAOB~~estimated useful life of the software.

We ~~conducted~~ ~~our~~identified ~~audits~~capitalized ininternal-use ~~accordance~~software ~~with~~development ~~the~~costs ~~standards~~as ofa ~~the~~critical ~~PCAOB. Those standards require that we plan and perform the~~ audit ~~to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud~~matter. ~~The~~Our ~~Company is~~principal ~~not~~considerations ~~required~~for tothis ~~have,~~determination ~~nor~~ were wethe ~~engaged~~high todegree ~~perform, an audit~~ of ~~its~~auditor ~~internal~~judgment ~~control~~and ~~over~~subjectivity ~~financial reporting. As part of our audits, we are~~ required toin ~~obtain~~evaluating anmanagement’s ~~understanding~~determination of ~~internal~~the ~~control~~activities ~~over~~and ~~financial~~costs ~~reporting~~that ~~but~~qualify ~~not~~ for ~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting~~capitalization. ~~Accordingly, we express no such opinion.~~

~~Our audits~~The ~~included~~primary ~~performing~~ procedures towe ~~assess~~performed ~~the risks of material misstatement of the financial statements, whether due~~ to ~~error or~~address ~~fraud,~~this ~~and~~critical ~~performing~~audit ~~procedures~~matter ~~that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also~~ included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.:

~~Critical Audit~~● ~~Matters~~Obtained an understanding of the Company's process for determining the activities and costs that qualify for capitalization. ● Tested the completeness and accuracy of capitalized software and related amortization expense, including any applicable system-generated reports. ● For a sample of capitalized costs, we evaluated the relevance of the software development guidance applied, by performing the following:

~~The critical~~○ ~~audit~~Assessed ~~matters~~the ~~communicated~~eligibility ~~below~~of ~~are~~costs ~~matters~~for ~~arising~~capitalization, ~~from~~in ~~the~~accordance ~~current-period~~with ~~audit~~applicable ofguidance, ~~the~~and ~~financial~~whether ~~statements~~such ~~that~~costs were ~~communicated or~~incurred ~~required~~during tothe beapplication ~~communicated~~development tostage. ~~the~~○ ~~audit~~Recalculated ~~committee~~the ~~and~~capitalized ~~that:~~amount ~~(1)~~based ~~relate~~on tohours ~~accounts~~incurred orfor ~~disclosures~~direct ~~that~~payroll ~~are~~related ~~material~~costs toor ~~the~~associated ~~financial statements~~vendor contracts and ~~(2)~~invoices ~~involved~~for ~~our~~work ~~especially~~performed ~~challenging,~~by ~~subjective,~~third ~~or complex judgments~~parties. ~~The~~○ ~~communication~~Evaluated ofthe ~~critical~~software ~~audit~~implementation ~~matters does~~timelines ~~not~~supporting ~~alter~~the incapitalization ~~any~~periods ~~way~~for ~~our~~implementation ~~opinion~~and ondevelopment ~~the~~as ~~financial~~well ~~statements, taken~~ as athe ~~whole,~~dates ~~and~~software wewas ~~are~~placed ~~not,~~in byservice. ~~communicating~~○ Tested the ~~critical~~reasonableness ~~audit matters~~of ~~below,~~the ~~providing~~nature ~~separate~~of ~~opinions on~~ the ~~critical~~costs ~~audit~~and ~~matters or on~~ the ~~accounts~~time ordevoted ~~disclosures~~ to ~~which~~capitalized ~~they~~activities ~~relate~~for significant projects.

44 46

Critical Audit Matter – ~~Capitalized~~Goodwill ~~Software~~Impairment ~~Development Costs~~Assessment

As described in ~~Note~~Notes 2 and 6 to the financial statements, ~~the~~based ~~Company~~on ~~develops~~a ~~internal-use~~triggering ~~software~~event, ~~within~~ the ~~scope~~Company ofidentified ~~ASC~~indicators ~~350-40,~~of ~~Internal-Use Software~~possible ~~(“Topic~~impairment ~~350”).~~and ~~Costs~~initiated ~~associated~~testing ~~with~~using ~~the~~a ~~preliminary~~valuation ~~stages~~date of ~~development~~October ~~are~~31, ~~classified~~2024. asThe ~~research~~testing ~~and~~for ~~development costs~~impairment ~~and~~was ~~expensed~~performed asunder ~~incurred. Costs associated with~~ the ~~application~~guidance ~~development~~of ~~stage~~ASC ~~are capitalized. Maintenance and enhancement costs~~350, ~~including~~Intangibles ~~costs in the post~~-~~implementation~~ ~~stages,~~Goodwill ~~are typically expensed as incurred, unless such costs relate to substantial upgrades~~ and ~~enhancements~~Other ~~that~~(“Topic ~~result in added functionality, in which case the costs are capitalized~~350”). ~~Capitalized amounts are amortized on a straight-line basis over the estimated useful life of the software.~~

~~We identified~~In ~~capitalized~~analyzing ~~internal-use~~goodwill ~~software~~for ~~development~~potential ~~costs~~impairment asin the quantitative impairment test, the Company uses a ~~critical~~combination ~~audit~~of ~~matter~~the income and market approaches to estimate the fair value of the Company’s equity. ~~Our~~Under ~~principal~~the ~~considerations~~income ~~for~~approach, ~~this~~the ~~determination were~~Company calculates the ~~high~~fair ~~degree~~value based on discounted estimated future cash flows. Under the market approach, the Company estimates the fair value based on the total number of ~~auditor~~shares ~~judgment~~outstanding and ~~subjectivity~~the ~~required~~current inmarket ~~evaluating~~price ~~management’s~~of ~~determination~~the shares as of the ~~activities~~valuation ~~and costs~~date ~~that~~with ~~qualify~~a ~~for~~control ~~capitalization~~premium applied.

~~The primary~~We ~~procedures~~identified wethe ~~performed~~quantitative toimpairment ~~address~~test ~~this~~of goodwill as a critical audit matter. Our principal considerations for that determination included: the judgment involved in assessing management’s impairment test of goodwill due to the measurement uncertainty involved in determining the fair value of equity of the reporting unit. In particular, the fair value estimate under the income approach is sensitive to changes in certain assumptions particularly as it relates to discount and revenue growth rates.

●The ~~Obtained~~primary anprocedures ~~understanding~~we ofperformed the Company’s process for determining the activities and costs that qualify for capitalization. ● Tested the mathematical accuracy of the roll forward of capitalized software and related amortization expense. We also tested the completeness and accuracy of applicable system-generated reports, including reconcilements of details to ~~associated~~address ~~sub-ledgers.~~this ●critical ~~For~~audit amatter ~~sample of capitalized costs, we evaluated the relevance of the software development guidance applied, by performing the following~~included:

○● ~~Assessed~~Obtained ~~the~~an ~~eligibility~~understanding of ~~costs~~management’s process for ~~capitalization,~~assessing ingoodwill ~~accordance~~impairment ~~with~~and ~~applicable~~performing ~~guidance~~the quantitative goodwill impairment test, ~~and~~including ~~whether~~management’s ~~such~~process ~~costs~~for ~~were~~developing ~~incurred~~assumptions ~~during~~used in the ~~application~~income ~~development~~and ~~stage.~~market ○approaches ~~Recalculated~~to estimate the ~~capitalized~~fair ~~amount~~value ~~based~~of onequity. ~~hours~~● ~~incurred~~Evaluated ~~for~~management’s ~~direct~~revenue ~~payroll~~growth ~~related~~rates ~~costs~~against orcurrent ~~associated~~industry ~~vendor~~and ~~contracts~~economic ~~and~~trends, ~~invoices~~while ~~for~~also ~~work~~considering ~~performed~~the bycurrent ~~third~~and ~~parties~~future business and customer base. ○● ~~Evaluated~~Assessed ~~the~~revenue ~~software~~growth ~~implementation~~and ~~timelines~~cash ~~supporting~~flows ~~the~~by ~~capitalization~~comparing ~~periods~~past ~~for~~projections ~~implementation~~to ~~and~~actual ~~development~~performance. as● ~~well~~Tested asthe mathematical accuracy of the ~~dates~~fair ~~software~~value ~~was~~models ~~placed~~utilized inby ~~service~~the valuation specialist. ○● ~~Inquired~~With the assistance of ~~product~~our ~~managers~~valuation ~~and~~professionals ~~software~~with ~~engineers~~specialized ~~for~~skills ~~significant~~and ~~projects~~knowledge, towe ~~assess~~evaluated the ~~nature~~valuation ofmethodology, ~~the~~discount ~~costs~~rate, and long-term revenue growth rate used in the ~~time~~income ~~devoted~~approach to ~~capitalizable~~estimate ~~activities~~the fair value.

45 47

Critical Audit Matter – ~~Goodwill~~Classification ~~Impairment~~of ~~Assessment~~Warrants

As described in ~~Notes~~Note 25, ~~and~~the 6Company toissued ~~the~~certain ~~financial~~warrants ~~statements,~~in ~~based~~connection onwith ~~triggering~~a ~~events,~~debt ~~the~~private ~~Company~~placement ~~identified~~offering. ~~indicators~~The ofwarrants ~~possible~~contained ~~impairment and~~a ~~initiated~~registration ~~testing~~rights ~~using~~provision that provided for a ~~valuation~~potential ~~date~~cash ofsettlement ~~October~~until ~~31,~~the ~~2023~~registration statement was filed. The ~~testing~~filing ~~for~~of ~~impairment~~the ~~was~~Company’s ~~performed~~registration ~~under~~statement eliminated the ~~guidance~~potential ofcash ~~ASC 350,~~settlement ~~Intangibles~~feature –that ~~Goodwill~~caused ~~and~~the ~~Other~~liability ~~(“Topic~~classification ~~350”).~~and ~~The~~the ~~Company~~warrants ~~recorded~~were anthen ~~impairment~~reclassified ofto ~~goodwill~~paid in ~~the~~capital ~~amount of~~after ~~$9,813,000~~a final re-remeasurement.

~~In analyzing~~We ~~goodwill~~identified ~~for~~the ~~potential~~classification ~~impairment~~of in the ~~quantitative~~warrants ~~impairment~~as ~~test,~~a ~~the~~critical ~~Company~~audit ~~uses~~matter. aThe ~~combination~~principal ofconsiderations for that determination included the ~~income~~complexity and ~~market approaches~~effort torequired ~~estimate~~in ~~the~~identifying ~~fair~~all ~~value~~relevant features of and obligations under the ~~Company’s~~instruments ~~equity.~~for ~~Under~~evaluation against the ~~income~~criteria ~~approach~~for classification. This required a high degree of auditor effort, including specialized skills and knowledge, and significant auditor judgment in evaluating the ~~Company~~features ~~calculates~~of and obligations under the ~~fair~~warrants ~~value based~~and onthe ~~discounted~~determination ~~estimated~~of ~~future~~whether ~~cash~~such ~~flows.~~features ~~Under~~met ~~the~~equity ~~market~~or ~~approach~~liability classification. Also, ~~the~~as ~~Company~~described ~~estimates~~in the ~~fair~~Company’s ~~value~~Item ~~based~~9A ondisclosure ~~the~~related ~~total~~to ~~number of~~internal ~~shares~~controls ~~outstanding~~over ~~and~~financial ~~the~~reporting, ~~current~~a ~~market~~material ~~price~~weakness ofwas ~~the~~identified ~~shares~~in asrelation ofto the ~~valuation~~accounting ~~date~~and ~~with~~classification aof ~~control~~the ~~premium~~warrants ~~applied~~issued.

~~We identified~~The ~~the~~primary ~~quantitative~~procedures ~~impairment~~we ~~test~~performed ofto ~~goodwill~~address asthis a critical audit matter. ~~Our principal considerations for that determination~~ included the judgment involved in assessing management’s impairment test of goodwill due to the measurement uncertainty involved in determining the fair value of equity of the reporting unit. In particular, the fair value estimate under the income approach is sensitive to changes in assumptions such as discount rates and expected future cash flows.:

~~The primary~~● ~~procedures~~Obtained wean ~~performed~~understanding toof ~~address~~management’s ~~this~~process for identifying and evaluating the critical ~~audit~~terms ~~matter~~of ~~included~~the warrant agreements in determining the classification. ● With the assistance of professionals in our firm with specialized skills and knowledge in accounting for debt and equity instruments:

●○ Obtained an understanding of management’s process for assessing goodwill impairment and performing the quantitative goodwill impairment test, including management’s process for developing assumptions used in the income and market approaches to estimate the fair value of equity. ● Evaluated management’s ~~revenue~~analysis ~~growth rates, margins,~~ and ~~cash~~conclusions ~~flows~~regarding ~~against current industry and economic trends, while also considering~~ the ~~current~~relevant ~~and~~provisions ~~future business, customer base,~~ and ~~product~~features ~~mix. ● Assessed revenue growth and margins by comparing past projections to actual performance. ● With the assistance~~ of ~~our valuation professionals with specialized skills and knowledge, we evaluated~~ the ~~(1)~~warrants ~~valuation methodology, (2) discount rate, and (3) long-term revenue growth rate used~~ in ~~the~~light ~~income approach to estimate the fair value. ● Tested management’s reconciliation~~ of ~~the~~relevant ~~fair~~guidance ~~value~~and ~~of equity to~~ the ~~market~~criteria ~~capitalization~~for ~~of the Company~~classification. ●○ Evaluated ~~developments in~~ the ~~Company’s~~relevant ~~business~~features ~~from~~and ~~the~~settlement ~~third~~provisions ~~quarter~~within ~~of fiscal 2023,~~ the ~~period~~private inplacement ~~which~~and ~~the~~underlying ~~impairment~~warrant ~~charge was recorded, through January 31, 2024 to determine if events or circumstances have occurred that would more likely than not further reduce the fair value of the business~~agreements.

/s/ ~~FORVIS~~ Forvis Mazars, LLP

We have served as the Company’s auditor since 2019.

Atlanta, Georgia

~~April 30~~May 2, ~~2024~~2025

46 48

STREAMLINE HEALTH SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(rounded to the nearest thousand dollars, except share and per share information)

	2024		2023
	January 31,
	2024		2023
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	32,~~190~~183,000	$	63,~~598~~190,000
Accounts receivable, net of allowance for credit losses of $86,000 and $132,000, respectively		4,237,000		7,719,000
Accounts receivable, net of allowance for credit losses of $59,000 and $86,000, respectively		1,585,000		4,237,000
Contract receivables		~~780~~1,571,000		~~960~~780,000
Prepaid and other current assets		~~629~~438,000		~~710~~629,000
Total current assets		85,~~836~~777,000		158,~~987~~836,000
Non-current assets:
Property and equipment, net of accumulated amortization of $291,000 and $246,000 respectively		88,000		79,000
Property and equipment, net of accumulated depreciation of $110,000 and $291,000, respectively		49,000		88,000
Right-of use asset for operating lease		—		32,000
Capitalized software development costs, net of accumulated amortization of $6,762,000 and $7,960,000, respectively		4,850,000		5,798,000
Capitalized software development costs, net of accumulated amortization of $7,960,000 and $6,224,000, respectively		5,798,000		5,846,000
Intangible assets, net of accumulated amortization of $5,655,000 and $4,019,000, respectively		10,435,000		12,071,000
Intangible assets, net of accumulated amortization of $4,019,000 and $2,627,000, respectively		12,071,000		14,793,000
Goodwill		13,276,000		13,276,000
Goodwill		13,276,000		23,089,000
Other		1,192,000		1,666,000
Other		1,666,000		1,695,000
Total non-current assets		29,802,000		32,899,000
Total non-current assets		32,899,000		45,534,000
Total assets	$	35,579,000	$	41,735,000
Total assets	$	41,735,000	$	61,521,000

See accompanying notes to consolidated financial statements.

47 49

	January 31,
	2024			2023
	2025			2024
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,~~253~~541,000		$	~~626~~1,253,000
Accrued expenses		21,~~023~~921,000			32,~~265~~023,000
Current portion of term loan		17,~~500~~709,000			~~750~~1,500,000
Deferred revenues		7,112,000			8,361,000
Current portion of line of credit		1,000,000			—
Operating lease obligations		—			35,000
Current portion of notes payable		4,415,000			—
Acquisition earnout liability		1,794,000			3,738,000
Deferred revenues		6,099,000			7,112,000
Total current liabilities		13,682,000			16,775,000
Acquisition earnout liability		377,000			1,794,000
Total current liabilities		23,062,000			13,682,000
Non-current liabilities:
Term loan, net of deferred financing costs		~~7,566,000~~—			87,~~964~~566,000
Line of credit		1,500,000			—
Line of credit, net of current portion		—			1,500,000
Deferred revenues, less current portion		~~173~~240,000			~~167~~173,000
Other non-current liabilities		—			104,000
Total non-current liabilities		240,000			9,239,000
Total non-current liabilities		9,239,000			9,235,000
Total liabilities		23,302,000			22,921,000
Total liabilities		22,921,000			26,010,000
Commitments and contingencies – Note 12
Commitments and contingencies – Note 12		-
Stockholders’ equity
Common stock, $0.01 par value per share, 85,000,000 shares authorized; 58,945,498 and 57,567,210 shares issued and outstanding, respectively		590,000			576,000
Common stock, $0.01 par value per share, 85,000,000 shares authorized; 4,264,482 and 3,929,446 shares issued and outstanding, respectively		43,000			39,000
Additional paid in capital		~~133~~138,~~923~~092,000			~~131~~134,~~973~~474,000
Accumulated deficit		(~~115~~125,~~699~~858,000	)		(97115,~~038~~699,000	)
Total stockholders’ equity		1812,~~814~~277,000			3518,~~511~~814,000
Total liabilities and stockholders’ equity	$	4135,~~735~~579,000		$	6141,~~521~~735,000

See accompanying notes to consolidated financial statements.

48 50

STREAMLINE HEALTH SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(rounded to the nearest thousand dollars, except share and per share information)

	2023			2022
	Fiscal Year
	2023			2022
	2024			2023
Revenues:
Software as a service	$	1411,~~075~~839,000		$	1214,~~326~~075,000
Maintenance and support		43,~~318~~490,000			4,~~483~~318,000
Professional fees and licenses		42,~~203~~572,000			84,~~080~~203,000
Total revenues		2217,~~596~~901,000			2422,~~889~~596,000
Operating expenses:
Cost of software as a service		65,~~573~~939,000			6,~~358~~573,000
Cost of maintenance and support		~~315~~164,000			~~427~~315,000
Cost of professional fees and licenses		43,~~165~~459,000			64,~~610~~165,000
Selling, general and administrative expense		1411,~~710~~739,000			1614,~~283~~710,000
Research and development		54,~~704~~629,000			65,~~042~~704,000
Impairment of goodwill		~~9,813,000~~—			—9,813,000
Impairment of long-lived assets		~~963,000~~—			—963,000
Total operating expenses		4225,~~243~~930,000			3542,~~720~~243,000
Operating loss		(198,~~647~~029,000	)		(1019,~~831~~647,000	)
Other income (expense):
Interest expense		(12,~~071~~013,000	)		(~~749~~1,071,000	)
Acquisition earnout valuation adjustments		1,944,000			71,000
Valuation adjustments		(115,000	)		1,944,000
Other		31(2,000	)		~~201~~31,000
Loss before income taxes		(1810,~~743~~159,000	)		(1118,~~308~~743,000	)
Income tax benefit (expense)		46,000			(71,000	)
Income tax benefit		—			46,000
Net loss	$	(1810,~~697~~159,000	)	$	(1118,~~379~~697,000	)
Basic and Diluted Earnings Per Share	$	(02.3353	)	$	(04.2396	)
Weighted average number of common shares – basic and diluted		564,~~510~~008,~~419~~846			493,~~324~~767,~~858~~361

See accompanying notes to consolidated financial statements.

49 51

STREAMLINE HEALTH SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(rounded to the nearest thousand dollars, except share information)

	Common stock			Common			Additional paid in			Accumulated			Total stockholders’
	Common						Additional						Total
	stock			Common			paid in			Accumulated			stockholders’
	shares			stock			capital			deficit			equity
Balance at January 31, 2022		47,840,950			478,000			119,225,000			(85,659,000	)		34,044,000
Balance at January 31, 2023		3,837,560		$	38,000		$	132,511,000		$	(97,038,000	)	$	35,511,000
Exercise of stock options		5,000			—			6,000			—			6,000
Restricted stock issued		129,849			1,000			(1,000	)		—			—
Restricted stock issued		1,876,962			19,000			(19,000	)		—			—
Restricted stock forfeited		(25,233	)		—			—			—			—
Issuance of common stock		8,171,027			82,000			11,246,000			—			11,328,000
Surrender of stock		(12,730	)		—			(280,000	)		—			(280,000	)
Offering expenses		—			—			(52,000	)		—			(52,000	)
Issuance of common stock		—			—			—			—			—
Restricted stock forfeited		(199,300	)		(2,000	)		2,000			—			—
Exercise of warrants		—			—			—			—			—
Surrender of stock		(127,429	)		(1,000	)		(196,000	)		—			(197,000	)
Warrant reclassification		—			—			—			—			—
Share-based compensation expense		—			—			1,761,000			—			1,761,000
Net loss		—			—			—			(11,379,000	)		(11,379,000	)
Balance at January 31, 2023		57,567,210		$	576,000		$	131,973,000		$	(97,038,000	)	$	35,511,000
Balance		57,567,210		$	576,000		$	131,973,000		$	(97,038,000	)	$	35,511,000
Restricted stock issued		1,947,738			20,000			(20,000	)		—			—
Restricted stock forfeited		(378,500	)		(4,000	)		4,000			—			—
Surrender of stock		(190,950	)		(2,000	)		(278,000	)		—			(280,000	)
Adoption of ASU 2016-13		—			—			—			36,000			36,000
Share-based compensation expense		—			—			2,244,000			—			2,244,000
Net loss		—			—			—			(18,697,000	)		(18,697,000	)
Balance at January 31, 2024		583,~~945~~929,~~498~~446		$	~~590~~39,000		$	~~133~~134,~~923~~474,000		$	(115,699,000	)	$	18,814,000
Balance		58,945,498		$	590,000		$	133,923,000		$	(115,699,000	)	$	18,814,000
Restricted stock issued		249,570			3,000			(3,000	)		—			—
Restricted stock forfeited		(31,709	)		—			—			—			—
Surrender of stock		(13,644	)		—			(81,000	)		—			(81,000	)
Issuance of common stock		123,502			1,000			769,000			—			770,000
Exercise of warrants		7,317			—			—			—			—
Warrant reclassification		—			—			837,000			—			837,000
Offering expenses		—			—			(4,000	)		—			(4,000	)
Share-based compensation expense		—			—			2,100,000			—			2,100,000
Net loss		—			—			—			(10,159,000	)		(10,159,000	)
Balance at January 31, 2025		4,264,482		$	43,000		$	138,092,000		$	(125,858,000	)	$	12,277,000

See accompanying notes to consolidated financial statements.

50 52

STREAMLINE HEALTH SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(rounded to the nearest thousand dollars)

	2023			2022
	Fiscal Year
	2023			2022
	2024			2023
Cash flows from operating activities:
Net loss	$	(1810,~~697~~159,000	)	$	(1118,~~379~~697,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4,~~331~~851,000			4,~~313~~331,000
Acquisition earnout valuation adjustments		(1,944,000	)		(71,000	)
Accrued interest expense - notes payable		695,000			—
Provision for deferred income taxes		(104,000	)		9,000
Valuation adjustments		115,000			(1,944,000	)
Share-based compensation expense		2,102,000			1,680,000
Benefit for deferred income taxes		—			(104,000	)
Impairment of goodwill		9,813,000			—
Share-based compensation expense		1,964,000			2,102,000
Impairment of long-lived assets		963,000			—
Impairment of goodwill		—			9,813,000
Provision for credit losses		(10,000	)		189,000
Impairment of long-lived assets		—			963,000
Provision for credit losses		(58,000	)		(10,000	)
Changes in assets and liabilities:
Accounts and contract receivables		31,~~708~~919,000			(43,~~202~~708,000	)
Other assets		(~~401~~81,000	)		(1401,~~197,~~000	)
Accounts payable		~~544~~288,000			~~(152~~544,000	)
Accrued expenses and other liabilities		(1102,~~277,~~000	)		(1,~~069~~277,000	)
Deferred revenues		(1946,~~243,~~000	)		2(1,~~598~~243,000	)
Net cash used in operating activities		(21,~~215~~514,000	)		(72,~~143~~215,000	)
Cash flows from investing activities:
Purchases of property and equipment		(547,000	)		(1054,000	)
Capitalization of software development costs		(1851,~~567,~~000	)		(1,~~925~~567,000	)
Net cash used in investing activities		(1858,~~621,~~000	)		(1,~~935~~621,000	)
Cash flows from financing activities:
Proceeds from issuance of common stock		—100,000			~~8,316,000~~—
Payment of acquisition earnout liabilities		—(886,000	)		~~(2,012,000~~—	)
Payments for costs directly attributable to the issuance of common stock		—			(52,000	)
Repayment of bank term loan		(1,500,000	)		(750,000	)
Repayment of bank term loan		(750,000	)		(250,000	)
Repayment of line of credit		(1,500,000	)		—
Proceeds from line of credit		1,~~500~~000,000			—1,500,000
Payments related to settlement of employee shared-based awards		(280,000	)		(197,000	)
Proceeds from notes payable		4,400,000			—
Payment of deferred financing costs		(44,000	)		(20,000	)
Repurchase of common shares to satisfy employee tax withholding		(81,000	)		(280,000	)
Other		2,000			6,000
Payment of deferred financing costs		(168,000	)		(44,000	)
Net cash provided by financing activities		428,000			5,791,000
Other		—			2,000
Net decrease in cash and cash equivalents		(3,408,000	)		(3,287,000	)
Net cash provided by financing activities		1,365,000			428,000
Cash and cash equivalents at beginning of period		6,598,000			9,885,000
Net decrease in cash and cash equivalents		(1,007,000	)		(3,408,000	)
Cash and cash equivalents at end of period	$	3,190,000		$	6,598,000
Cash and cash equivalents at beginning of period		3,190,000			6,598,000
Cash and cash equivalents at end of period	$	2,183,000		$	3,190,000
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized	$	~~989~~834,000		$	~~651~~989,000
Income taxes paid	$	6645,000		$	2366,000

See accompanying notes to consolidated financial statements.

51 53

STREAMLINE HEALTH SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, ~~2024~~2025 and ~~2023~~2024

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Streamline Health Solutions, Inc. and each of its wholly-owned subsidiaries, Streamline Health, LLC, Avelead Consulting, LLC, Streamline Consulting Solutions, LLC and Streamline Pay & Benefits, LLC, (collectively, unless the context requires otherwise, “we”, “us”, “our”, “Streamline”, or the “Company”) operates in one segment as a provider of healthcare information technology solutions and associated services. The Company provides these capabilities through the licensing of its Coding & CDI, eValuator coding analysis platform, RevID, and other workflow software applications and the use of such applications by software as a service (“SaaS”). The Company also provides audit services to help clients optimize their internal clinical documentation and coding functions, as well as implementation and consulting services to complement its software solutions. The Company’s software and services enable hospitals and integrated healthcare delivery systems in the United States and Canada to capture, store, manage, route, retrieve and process patient clinical, financial and other healthcare provider information related to the patient revenue cycle.

~~Fiscal Year~~The Company has one operating segment and one reporting unit due to the singular nature of our products, product development and distribution process, and client base as a provider of computer software-based solutions and services for acute-care healthcare providers.

~~All references~~Fiscal ~~to a fiscal year refer to the fiscal year commencing February 1 in that calendar year and ending on January 31 of the following calendar year.~~Year

~~NOTE 2~~All —references ~~SIGNIFICANT~~to ~~ACCOUNTING~~a ~~POLICIES~~fiscal year refer to the fiscal year commencing February 1 in that calendar year and ending on January 31 of the following calendar year.

~~Basis of~~Reverse ~~Presentation~~Stock Split

~~The consolidated~~On September ~~financial~~25, ~~statements~~2024, ~~include~~ the ~~accounts~~Company filed a Certificate of ~~Streamline~~Amendment ~~Health~~to ~~Solutions,~~the ~~Inc.~~Company’s ~~and~~Certificate ~~its~~of ~~wholly~~Incorporation to effect a 1-~~owned~~for-15 ~~subsidiaries,~~reverse ~~Streamline Health,~~stock ~~LLC,~~split ~~Avelead~~pursuant ~~Consulting,~~to ~~LLC,~~which ~~Streamline~~each ~~Consulting~~15 ~~Solutions,~~shares ~~LLC~~of ~~and~~the ~~Streamline~~Company’s ~~Pay~~issued &and ~~Benefits,~~outstanding ~~LLC.~~common ~~All~~stock ~~significant~~immediately ~~intercompany transactions~~prior ~~and~~to ~~balances~~the ~~are~~effective ~~eliminated~~time, inwhich ~~consolidation.~~was ~~All~~12:01 ~~amounts~~am inEastern ~~the~~Daylight ~~consolidated~~Time ~~financial~~on October ~~statements~~4, ~~notes~~2024, ~~and~~were ~~tables~~combined ~~have been~~into ~~rounded~~one toshare of the ~~nearest~~Company’s ~~thousand~~common ~~dollars~~stock, ~~except~~without ~~share~~effecting ~~and~~a change to the par value per share ~~amounts,~~of ~~unless~~Common ~~otherwise~~Stock. ~~indicated~~The Company’s common stock began trading on a split-adjusted basis when the market opened on October 4, 2024.

The Reverse Stock Split did not change the Company's ~~has~~authorized ~~determined~~number itof ~~has~~shares ~~only~~of ~~one~~common ~~operating~~stock. ~~segment~~The ~~based~~Reverse onStock Split did not change the ~~guidance~~par value of ~~ASC~~the ~~280-10-50~~common ~~paragraphs~~stock, 1therefore, ~~through~~the 8Company recorded an increase to additional paid in capital of $551,000 ~~The~~as ~~Company has~~of January a31, ~~sole~~2024, ~~chief~~and ~~operating~~an ~~decision~~offsetting ~~maker~~adjustment to the carrying value of common stock. No fractional shares were issued in connection with the Reverse Stock Split, and stockholders who ~~reviews~~would otherwise have been entitled to receive a ~~single~~fractional ~~set~~share instead received a cash payment equal to the fraction of ~~financials~~a share of common stock in lieu of such fractional share. Proportionate adjustments were made to the number of shares authorized under the Company’s equity incentive plans, ~~information~~the number of shares subject to any award or purchase right under the Company’s equity incentive plans, ~~has~~and ~~accountability~~the ~~for~~exercise price or purchase price with respect to any stock option award or purchase right under the ~~performance~~ Company’s equity incentive plans. All shares of the ~~organization~~Company’s common stock, stock-based instruments and ~~allocates~~per-share ~~resources~~data included in these condensed consolidated financial statements have been retrospectively adjusted as though the Reverse Stock Split had been effected prior to ~~drive~~all ~~success~~periods presented. All of the Company’s equity incentive plans included existing conversion language in the event of a stock split and thus did not result in modification accounting or additional incremental expense as a result of this transaction.

~~For~~ ~~fiscal 2022, the Company had two reporting units for evaluation of goodwill: Streamline Solutions and Avelead Solutions. The Company~~ 54 determined that, effective January 1, 2023, it has one reporting unit for purposes of evaluation of goodwill, which was used for evaluation of goodwill for fiscal 2023. At the end of fiscal 2022, the Company consolidated and combined its operations for Streamline Solutions and Avelead Solutions. For total assets at January 31, 2024 and 2023 and total revenue and net loss for the fiscal years ended January 31, 2024 and 2023, see our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” herein.

~~Going Concern~~NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

~~The Company’s~~Basis ~~financial statements are prepared on a going concern basis, which contemplates the realization~~ of ~~assets and the satisfaction of obligations in the normal course of business.~~Presentation

~~In the~~The ~~Company’s~~consolidated ~~Quarterly~~financial ~~Report~~statements oninclude ~~Form 10-Q for~~ the ~~period~~accounts ~~ended~~of ~~October~~Streamline ~~31,~~Health ~~2023~~Solutions, ~~the Company raised substantial doubt about its ability to continue as a going concern~~Inc. ~~It cited the “ability to achieve cash from operations~~ and ~~raise additional debt or equity capital to fund~~ its ~~ongoing~~wholly-owned ~~operations”~~subsidiaries, asStreamline ~~requirements~~Health, toLLC, ~~mitigate~~Avelead ~~the~~Consulting, ~~substantial~~LLC, ~~doubt.~~Streamline AsConsulting ~~of this filing~~Solutions, ~~the Company~~LLC ~~has~~and ~~been~~Streamline ~~able~~Pay to& ~~successfully~~Benefits, ~~implement~~LLC. aAll ~~cost~~significant ~~reduction~~intercompany ~~plan,~~transactions ~~obtain additional capital,~~ and ~~restructure~~balances ~~the~~are ~~covenants~~eliminated ~~for its~~in ~~existing credit facility~~consolidation. ~~Collectively,~~All ~~these~~amounts ~~initiatives~~in ~~alleviated~~ the ~~substantial~~consolidated ~~doubt~~financial ~~about~~statements, ~~the~~notes ~~Company’s~~and ~~ability~~tables tohave ~~continue~~been asrounded ~~a going concern. Refer~~ to the ~~“Restructuring”~~ ~~subtopic~~nearest ofthousand ~~this~~dollars, ~~Note~~except 1share ~~(Organization~~ and ~~Description~~per ofshare ~~Business) and Note 14 – Subsequent Events to our consolidated financial statements included in Part II~~amounts, ~~Item~~unless 8,otherwise ~~“Financial Statements and Supplementary Data” for additional information~~indicated.

52Going Concern

~~Reclassification~~The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. To date, the Company has not generated sufficient revenues to allow it to generate cash flow from operations and the Company anticipates the need for additional liquidity in the next twelve months. The Company has historically accumulated losses and used cash from its financing activities to supplement its operations. The Company’s current forecast projects that it is probable that the Company will not maintain compliance with certain of its financial covenants under its current credit agreement with the term loan lender in the next twelve months. Further, our recent private placement notes payables have cross-default conditions with the senior term loan debt. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.

~~Certain amounts~~In ~~for~~view ~~fiscal~~of ~~2022~~these ~~were~~matters, ~~reclassified~~continuation toas ~~conform~~a togoing ~~the~~concern ~~current~~is ~~period~~dependent ~~classification.~~upon ~~The~~the Company’s ~~incurred~~ability ~~certain acquisition-related costs related~~ to ~~the~~achieve ~~acquisition~~cash offrom ~~Avelead~~operations ~~totaling $149,000 consisting primarily of professional service fees. The aforementioned acquisition-related costs for fiscal 2022 were previously presented in a separate, single caption~~ and ~~are~~raise ~~now~~additional ~~included~~debt inor ~~selling,~~equity ~~general,~~capital ~~and~~to ~~administrative expense~~fund inits ~~the~~ongoing ~~accompanying condensed consolidated statements of~~ operations~~, which is consistent with the presentation for the current period~~.

~~Use~~ As of January ~~Estimates~~31, 2025, the Company had approximately $13.1 million of total outstanding debt associated with its term loan, line of credit and private placement notes payables, which is classified as a current liability. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. After considering the factors outlined above, substantial doubt about our ability to continue as a going concern exists.

The ~~preparation~~ of financial statements indo ~~conformity~~not ~~with~~include ~~U.S.~~any ~~generally~~adjustments ~~accepted accounting principles (“GAAP”) requires management~~ to ~~make estimates and assumptions that affect~~ the ~~amounts~~amount ~~reported in the financial statements~~ and ~~accompanying~~classification ~~notes.~~of Onassets ~~an ongoing basis, management evaluates its estimates~~ and ~~judgments,~~liabilities ~~including~~that may ~~those~~be ~~related~~necessary toshould the ~~recognition~~Company ofnot ~~revenue,~~continue ~~stock-based~~as ~~compensation, capitalization~~a ofgoing ~~software development costs, intangible assets, the allowance for credit losses, contingent consideration and income taxes~~concern. ~~Actual results could differ from those estimates.~~

~~Cash~~ ~~and Cash Equivalents~~ 55

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash demand deposits. Cash deposits are placed in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. Cash deposits may exceed FDIC insured levels from time to time. For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.Segments

~~Non-Cash Items~~The Company operates as a single operating segment. The Company’s chief operating decision maker is one individual and has the role of Chief Executive Officer (the "CODM"). The CODM reviews financial information including operating results and assets on a consolidated basis, accompanied by the Company's revenue consistent with the categories presented below. For information about how the Company derives revenue, as well as the Company’s accounting policies, refer to Note 2—Significant Accounting Policies. The CODM uses consolidated net income to assess performance, evaluate cost optimization, and allocate financial, capital and personnel resources. This measure is used in the annual operating plan and forecasting process as well as ongoing decisions driven by the monthly reviews of the plan versus actual results. The following table sets forth significant expense categories and other specified amounts included in consolidated net loss that are reviewed by the CODM, or are otherwise regularly provided to the CODM, for fiscal years 2024 and 2023:

The Company had the following items that were non-cash items related to the consolidated statements of cash flows:

	Fiscal Year
	2024			2023
Revenues:
Software as a service	$	11,839,000		$	14,075,000
Maintenance and support		3,490,000			4,318,000
Professional fees and licenses		2,572,000			4,203,000
Total revenues		17,901,000			22,596,000
Operating expenses:
Cost of sales(1)		6,804,000			8,275,000
General & administrative(1)		5,807,000			6,922,000
Sales & marketing(1)		2,481,000			3,816,000
Research & development(1)		4,101,000			5,005,000
Share-based compensation		1,964,000			2,102,000
Depreciation & amortization expense		4,344,000			4,229,000
Impairment of goodwill		—			9,813,000
Impairment of long-lived assets		—			963,000
Other operating expenses(2)		429,000			1,118,000
Total operating expenses		25,930,000			42,243,000
Operating loss		(8,029,000	)		(19,647,000	)
Other income (expense):
Interest expense		(2,013,000	)		(1,071,000	)
Valuation adjustments		(115,000	)		1,944,000
Other		(2,000	)		31,000
Loss before income taxes		(10,159,000	)		(18,743,000	)
Income tax benefit		—			46,000
Net loss	$	(10,159,000	)	$	(18,697,000	)

~~SCHEDULE OF~~(1)Excludes ~~NON~~share-~~CASH~~based ~~ITEMS~~compensation, ~~RELATED~~depreciation, TOand ~~CONDENSED~~amortization. ~~CONSOLIDATED~~(2)Other ~~STATEMENTS~~operating OFexpenses ~~CASH~~primarily ~~FLOWS~~consists of severance related expenses.

	2023		2022
	Fiscal Year
	2023		2022
Payment of acquisition earnout liabilities in restricted common stock		—		3,012,000
Capitalized software purchased with stock (See Note 12)		140,000		81,000
Deferred financing costs		83,000		—

For total assets at January 31, 2025 and 2024 and total revenue and net loss for the fiscal years ended January 31, 2025 and 2024, see our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” herein.

~~Receivables~~ 56

~~Accounts and~~Use ~~contract receivables are comprised~~ of amounts owed to the Company for licensed software, professional services, including coding audit services, consulting services, maintenance services, and software as a service and are presented net of the allowance for credit losses. The timing of revenue recognition may not coincide with the billing terms of the client contract, resulting in unbilled receivables or deferred revenues; therefore, certain contract receivables represent revenues recognized prior to client billings. Individual contract terms with clients or resellers determine when receivables are due. Accounts receivable represent amounts that the entity has an unconditional right to consideration. For billings where the criteria for revenue recognition have not been met, deferred revenue is recorded until the Company satisfies the respective performance obligations.Estimates

~~Allowance~~ The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to the recognition of revenue, share-based compensation, capitalization of software development costs, intangible assets, the allowance for ~~Credit~~credit ~~Losses~~losses, contingent consideration and income taxes. Actual results could differ from those estimates.

~~The Company~~Cash adjusts accounts receivable down to net realizable value. Effective February 1, 2023, the Company implemented ASC 326-10, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”). CECL provides the framework for the Company to evaluate its allowance for credit losses. In determining the allowance for credit losses, the Company established a historical credit loss rate adjusted for a premium, addressing any prospective changes to the risk of credit loss, that is applied against current sales. The Company evaluates individual receivables based upon the most recent information available and ~~the~~Cash status of any open or unresolved issues with the client preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. During these periodic reviews, significant judgement is required for the Company to determine the appropriate allowances for doubtful accounts for estimated losses resulting from the unwillingness of its clients or resellers to make required payments. The Company believes its reserve is adequate, however, results may differ in future periods.Equivalents

53Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash demand deposits. Cash deposits are placed in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. Cash deposits may exceed FDIC insured levels from time to time. For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

~~The following~~Non-Cash ~~table summarizes the changes to the allowance account with the adoption of CECL:~~Items

~~SCHEDULE OF~~The ~~RESERVE~~Company ~~RESULTS~~had INthe ~~FUTURE~~following ~~PERIODS~~items that were non-cash items related to the consolidated statements of cash flows:

	January 31, 2023		CECL Adoption			Provision adjustments			Write-offs & Recoveries		January 31, 2024
	Fiscal Year
Allowance for credit losses	$	132,000	$	(36,000	)	$	(10,000	)	$	—	$	86,000
	2024		2023
Payment of acquisition earnout liabilities in restricted common stock		690,000		—
Capitalized software purchased with stock (See Note 12)		136,000		140,000
Deferred financing costs		—		83,000

~~Accrued Expenses~~For the years ended January 31, 2025 and 2024, the Company recorded capitalized software purchased with stock, totaling $136,000 and $140,000, respectively, as non-cash items as it relates to non-cash investing activities in the condensed consolidated statements of cash flow.

~~Accrued expenses~~For ~~consisted~~the year ended January 31, 2025, the Company settled the second year acquisition earnout liability in connection with the Avelead acquisition with the issuance of common shares in the ~~following:~~amount of $690,000, issued warrants in the amount of $881,000 as debt discounts, settled the warrant liability of $837,000 with an equity based warrant, deferred financing costs for the Notes (refer to Note 5 – Debt) in the amount of $20,000 that was capitalized and paid in fiscal year 2023, and professional fees for the Common Stock Private Placement (refer to Note 7 – Equity) in the amount of $4,000, respectively, as non-cash items as it relates to financing activities in the condensed consolidated statements of cash flows. The Company did not have any similar non-cash financing activities in the year ended January 31, 2024.

~~SCHEDULE~~ ~~OF ACCRUED EXPENSES~~ 57

	2024		2023
	January 31,
	2024		2023
Employee benefits and related compensation	$	1,071,000	$	2,079,000
Professional fees and services		389,000		294,000
Third party licenses		43,000		285,000
Customer concessions		233,000		226,000
State income and sales taxes payable		226,000		331,000
Interest, primarily on term loan		61,000		50,000
Total accrued expenses	$	2,023,000	$	3,265,000

Receivables

~~Concessions Accrual~~Accounts and contract receivables are comprised of amounts owed to the Company for licensed software, professional services, including coding audit services, consulting services, maintenance services, and software as a service and are presented net of the allowance for credit losses. The timing of revenue recognition may not coincide with the billing terms of the client contract, resulting in unbilled receivables or deferred revenues; therefore, certain contract receivables represent revenues recognized prior to client billings. Individual contract terms with clients or resellers determine when receivables are due. Accounts receivable represent amounts that the entity has an unconditional right to consideration. For billings where the criteria for revenue recognition have not been met, deferred revenue is recorded until the Company satisfies the respective performance obligations.

~~The Company~~Allowance offers certain service level agreements within its client contracts such as uptime, support hours, and levels of support. Our contracts may include, and we may offer, credits to clients when these service line agreements are not met. The service level agreements are accounted for asCredit variable consideration using a portfolio approach. As a result, we record an estimate of these concessions against our recorded revenue. In determining the concessions accrual, the Company evaluates historical concessions granted relative to revenue as well as future potential risk that these service level agreements will not be met. The Company records a provision, reducing revenue, for the estimated amount of concessions incurred on the revenue recorded. The Company evaluates the amount of the concession accrual each period for adequacy. Historically, concessions have not been significant. The concession accrual included in accrued expenses on the Company’s consolidated balance sheet was $233,000 and $226,000 as of January 31, 2024 and 2023, respectively.Losses

~~Property~~ The Company adjusts accounts receivable down to net realizable value. Effective February 1, 2023, the Company implemented ASC 326-10, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”). CECL provides the framework for the Company to evaluate its allowance for credit losses. In determining the allowance for credit losses, the Company established a historical credit loss rate adjusted for a premium, addressing any prospective changes to the risk of credit loss, that is applied against current sales. The Company evaluates individual receivables based upon the most recent information available and ~~Equipment~~the status of any open or unresolved issues with the client preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. During these periodic reviews, significant judgement is required for the Company to determine the appropriate allowances for credit losses for estimated losses resulting from the unwillingness of its clients or resellers to make required payments. The Company believes its reserve is adequate, however, results may differ in future periods.

~~Property and~~The ~~equipment~~following ~~are~~table ~~stated~~summarizes atthe ~~cost.~~changes ~~Depreciation~~to ~~is computed using~~ the ~~straight-line~~allowance ~~method,~~account ~~over~~with the ~~estimated~~adoption ~~useful lives~~ of ~~the related assets. Estimated useful lives are as follows~~CECL:

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

					*Provision*			*Write-offs &*
	*January 31, 2024*		*CECL Adoption*		*adjustments*			*Recoveries*		*January 31, 2025*
Allowance for credit losses	$	86,000	$	—	$	(58,000	)	$	31,000	$	59,000

Computer equipment and software	3-4 years
						Provision			Write-offs &
Office equipment	5 years
	January 31, 2023		CECL Adoption			adjustments			Recoveries		January 31, 2024
Office furniture and fixtures	5-7 years
Allowance for credit losses	$	132,000	$	(36,000	)	$	(10,000	)	$	—	$	86,000
Leasehold improvements	Term of lease or estimated useful life, whichever is shorter

~~Depreciation~~ ~~expense for property and equipment in fiscal 2023 and 2022 was $45,000 and $54,000, respectively.~~ 58

~~Normal repairs~~Accrued and maintenance are expensed as incurred. Replacements are capitalized and the property and equipment accounts are relieved of the items being replaced or disposed of, if no longer of value. The related cost and accumulated depreciation of the disposed assets are eliminated and any gain or loss on disposition is included in the results of operations in the year of disposal.Expenses

54Accrued expenses consisted of the following:

Leases

	*January 31,*
	*2025*		*2024*
Employee benefits and related compensation	$	929,000	$	1,071,000
Professional fees and services		338,000		389,000
Third party licenses		236,000		43,000
Customer concessions		238,000		233,000
State income and sales taxes payable		135,000		226,000
Interest, primarily on term loan		45,000		61,000
Total accrued expenses	$	1,921,000	$	2,023,000

~~We determine~~Concessions whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease.Accrual

~~Operating lease~~The ~~right-of-use~~Company ~~assets~~offers ~~and~~certain ~~liabilities~~service ~~are~~level ~~recognized~~agreements atwithin ~~commencement~~its ~~date~~client ~~based~~contracts onsuch ~~the~~as ~~present~~uptime, ~~value~~support ofhours, ~~lease~~and ~~payments~~levels ~~over~~of ~~the~~support. ~~expected lease~~Our ~~term.~~contracts may ~~Right-of-use~~include, ~~assets~~and ~~represent~~we may ~~our~~offer, ~~right~~credits to ~~use~~clients anwhen ~~underlying~~these ~~asset~~service ~~for~~line ~~the~~agreements ~~lease~~are ~~term~~not ~~and~~met. ~~lease~~The ~~liabilities~~service ~~represent~~level ~~our obligation~~agreements toare ~~make~~accounted ~~lease~~for ~~payments~~as ~~arising~~variable ~~from~~consideration ~~the~~using ~~lease.~~a ~~Since~~portfolio ~~our~~approach. ~~lease~~As ~~arrangements~~a doresult, ~~not~~we ~~provide~~record an ~~implicit~~estimate ~~rate,~~of wethese ~~use~~concessions against our ~~estimated incremental~~recorded ~~borrowing~~revenue. ~~rate~~In ~~for~~determining the ~~expected~~concessions ~~remaining~~accrual, ~~lease~~the ~~term~~Company atevaluates ~~commencement~~historical ~~date~~concessions ingranted ~~determining~~relative ~~the~~to ~~present~~revenue ~~value~~as ofwell as future ~~lease payments.~~potential Werisk ~~recognize~~that ~~operating~~these ~~lease~~service ~~cost~~level onagreements awill ~~straight-line~~not ~~basis~~be bymet. ~~aggregating~~The ~~any~~Company ~~rent~~records ~~abatement~~a ~~with~~provision, reducing revenue, for the ~~total~~estimated ~~expected~~amount ~~rental payments~~of ~~and~~concessions ~~amortizing~~incurred on the ~~expense~~revenue ~~ratably~~recorded. ~~over~~The Company evaluates the ~~term~~amount of the ~~lease.~~concession ~~Sublease~~accrual ~~income~~each isperiod ~~recognized~~for asadequacy. ~~other~~Historically, ~~income~~concessions ~~over~~have ~~the~~not ~~period of~~been ~~the~~significant. ~~lease,~~The asconcession ~~the~~accrual ~~sublease~~included isin ~~outside~~accrued ofexpenses on the Company’s ~~normal~~consolidated ~~business~~balance ~~operations.~~sheet ~~See~~was ~~Note~~$238,000 4and –$233,000 ~~Operating~~as ~~Leases~~of January ~~for~~31, ~~further details~~2025 and 2024, respectively.

~~Debt Issuance~~Property ~~Costs~~and Equipment

~~Cost related~~Property ~~to the Second Amended~~ and ~~Restated~~equipment ~~Loan~~are ~~and~~stated ~~Security~~at ~~Agreement~~cost. ~~(as~~Depreciation ~~amended~~is ~~and~~computed ~~modified,~~using the ~~“Loan Agreement”) with Western Alliance Bank (“WAB”) was capitalized and amortized to interest expense on a~~ straight-line ~~basis, which is not materially different from the effective interest~~ method, over the ~~term~~estimated useful lives of the related ~~debt,~~assets. ~~and~~Estimated ~~presented~~useful onlives ~~the~~are ~~Company’s consolidated balance sheets~~ as ~~a direct deduction from the carrying amount of the non-current portion of our term loan.~~follows:

Impairment of Long-Lived Assets

Computer equipment and software (years)		3 - 4
Office equipment (years)		5
Office furniture and fixtures (years)		5 - 7
Leasehold improvements	Term of lease or estimated useful life, whichever is shorter

~~The Company~~Depreciation ~~reviews~~expense ~~the carrying value of long-lived assets~~ for ~~impairment~~property ~~whenever facts~~ and ~~circumstances~~equipment ~~exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers~~ in ~~making~~fiscal ~~the~~2024 ~~evaluation are changes in market position~~ and profitability. If facts and circumstances are present which may indicate that the carrying amount of the assets may not be recoverable, the Company will prepare a projection of the undiscounted cash flows of the specific asset or asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair values. For fiscal 2023, anwas ~~impairment of long-lived assets in the amount of~~ $~~963~~46,000 ~~was recorded. Refer to Note 6 – Goodwill~~ and ~~Intangible Assets to our consolidated financial statements included in Part II~~$45, ~~Item 8~~000, ~~“Financial Statements and Supplementary Data” for additional information~~respectively.

~~Capitalized Software~~Normal ~~Development~~repairs ~~Costs~~and maintenance are expensed as incurred. Replacements are capitalized and the property and equipment accounts are relieved of the items being replaced or disposed of, if no longer of value. The related cost and accumulated depreciation of the disposed assets are eliminated and any gain or loss on disposition is included in the results of operations in the year of disposal.

~~Software~~ ~~development costs for software to be sold, leased, or marketed are accounted for in accordance with ASC 985-20, Software — Costs~~ 59 of Software to be Sold, Leased or Marketed. Costs associated with the planning and design phase of software development are classified as research and development costs and are expensed as incurred. Once technological feasibility has been established, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients, and subsequently reported at the lower of unamortized cost or net realizable value. Amortization is calculated on a solution-by-solution basis and is included in cost of professional fees and licenses on the consolidated statements of operations. Annual amortization is measured at the greater of (i) the ratio of the software product’s current gross revenues to the total of current and expected gross revenues or (ii) straight-line over the remaining economic life of the software (typically two years). Unamortized capitalized costs determined to be in excess of the net realizable value of a solution are expensed at the date of such determination. Capitalized software development costs for software to be sold, leased, or marketed, net of accumulated amortization, totaled $287,000 and $522,000 as of January 31, 2024 and 2023, respectively.

55Leases

~~Internal-use software~~We ~~development~~determine ~~costs~~whether ~~are~~an ~~accounted~~arrangement ~~for~~is ina ~~accordance~~lease ~~with~~at ~~ASC 350-40, Internal-Use Software~~inception. ~~The costs incurred in the preliminary stages~~ Right-of ~~development are expensed as research and development costs as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal~~-use ~~software~~assets ~~are~~represent ~~capitalized~~our ~~and~~right ~~amortized on a straight-line basis over the estimated useful life of the software (typically three~~ to ~~four~~use ~~years).~~an ~~Maintenance~~underlying ~~and~~asset ~~enhancement~~for ~~costs, including those costs in~~ the ~~post-implementation~~ ~~stages,~~lease ~~are typically expensed as incurred~~term, ~~unless such costs relate to substantial upgrades~~ and ~~enhancements~~lease ~~to the~~liabilities ~~software~~represent ~~that~~our ~~result~~obligation in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to ~~capitalized internal-use~~make ~~software~~lease ~~development~~payments ~~costs~~arising isfrom ~~included in Cost of software as a service on~~ the ~~consolidated statements of operations~~lease. ~~Capitalized software development costs for internal-use software, net of accumulated amortization, totaled $5,511,000 and $5,324,000 as of January 31, 2024 and 2023, respectively.~~

~~The estimated~~Operating ~~useful~~lease ~~lives~~right-of-use assets and liabilities are recognized at commencement date based on the present value of ~~software~~lease ~~(including~~payments ~~software~~over tothe beexpected ~~sold~~lease ~~and~~term. ~~internal~~Right-of-use ~~software)~~assets ~~are~~represent ~~reviewed~~our ~~frequently~~right to use an underlying asset for the lease term and ~~adjusted~~lease ~~as appropriate~~liabilities represent our obligation to ~~reflect~~make ~~upcoming~~lease ~~development~~payments ~~activities~~arising ~~that~~from ~~may~~the ~~include~~lease. ~~significant~~Since ~~upgrades~~our ~~and/or~~lease ~~enhancements~~arrangements todo not provide an implicit rate, we use our estimated incremental borrowing rate for the ~~existing~~expected ~~functionality~~remaining lease term at commencement date in determining the present value of future lease payments. ~~The~~ ~~Company~~We ~~reviews,~~recognize onoperating anlease cost on a straight-~~going~~line basis, by aggregating any rent abatement with the ~~carrying~~total ~~value~~expected rental payments and amortizing the expense ratably over the term of ~~its~~the ~~capitalized~~lease. ~~software~~Sublease ~~development~~income ~~expenditures~~is recognized as other income over the period of the lease, ~~net~~as the sublease is outside of ~~accumulated amortization~~the Company’s normal business operations. See Note 4 – Operating Leases for further details.

~~Amortization expense~~Debt onIssuance all capitalized software development was $2,463,000 and $2,423,000 in fiscal 2023 and 2022, respectively. Further, the Company recognized an impairment of approximately $18,000 and $0 in fiscal 2023 and fiscal 2022, respectively, related to cancelled or abandoned enhancement projects during fiscal 2023 and fiscal 2022 that have been recognized within amortization expense. Additionally, in fiscal 2023, entries of approximately $18,000 for fully amortized and abandoned assets were offset from their corresponding capitalization and accumulated amortization balance sheet accounts.Costs

~~The Company~~Costs ~~uses~~related to the ~~“carry-over”~~Second ~~method~~Amended ~~for~~and ~~amortizing~~Restated ~~capitalized~~Loan ~~software~~and ~~development~~Security ~~costs.~~Agreement ~~Under~~(as amended and modified, the “~~carry-over~~Loan Agreement” ~~method,~~) ~~the~~with ~~costs~~Western ofAlliance ~~the~~Bank ~~enhancements~~(“WAB”) ~~are~~were ~~added~~capitalized and amortized to ~~the~~interest ~~unamortized~~expense ~~costs~~on ofa ~~the~~straight-line ~~previous~~basis, ~~version~~which ofis ~~the~~not ~~product~~materially ~~and~~different from the ~~combined~~effective ~~amount is~~interest ~~amortized~~method, over the ~~remaining~~term ~~useful life~~ of the ~~product.~~related ~~Including~~debt, ~~unamortized~~and ~~cost~~presented ofon the ~~original~~Company’s ~~product~~consolidated ~~with~~balance sheets as a direct deduction from the ~~cost~~carrying amount of the ~~enhancement for~~current ~~purposes~~portion of ~~applying~~our ~~the~~term ~~net~~loan. ~~realizable~~In ~~value~~fiscal ~~test~~2023, ~~and~~the ~~amortization~~costs ~~provisions~~were ispresented on ~~consistent~~the ~~with~~Company’s ~~accounting~~consolidated ~~guidance~~balance ~~for~~sheets ~~software companies~~as ~~that~~a ~~improve~~direct ~~their~~deduction ~~software~~from ~~and~~the ~~discontinue~~carrying ~~selling~~amount orof ~~marketing~~ the ~~older~~non-current ~~versions~~portion of our term loan.

~~SCHEDULE OF~~Impairment ~~AMORTIZATION~~of ~~EXPENSE~~Long-Lived ~~FOR INTERNALLY DEVELOPED SOFTWARE~~Assets

	2023		2022
	Fiscal Year
	2023		2022
Amortization expense on internally-developed software included in:
Cost of software as a service	$	2,229,000	$	2,068,000
Cost of professional fees and licenses		234,000		355,000
Total amortization expense on internally-developed software	$	2,463,000	$	2,423,000

The Company reviews the carrying value of long-lived assets for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances are present which may indicate that the carrying amount of the assets may not be recoverable, the Company will prepare a projection of the undiscounted cash flows of the specific asset or asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair values. For fiscal 2023, an impairment of long-lived assets in the amount of $963,000 was recorded. Refer to Note 6 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information.

~~The interest~~Capitalized ~~capitalized~~Software toDevelopment ~~software development cost reduces the Company’s interest expense recognized in the consolidated statements of operations.~~Costs

~~Research~~ Software development costs for software to be sold, leased, or marketed are accounted for in accordance with ASC 985-20, Software — Costs of Software to be Sold, Leased or Marketed. Costs associated with the planning and design phase of software development ~~expense~~are ~~was~~classified $5as research and development costs and are expensed as incurred. Once technological feasibility has been established,~~704~~ a portion of the costs incurred in development,~~000~~ including coding, testing and $6quality assurance,~~042~~ are capitalized until available for general release to clients,~~000~~ and subsequently reported at the lower of unamortized cost or net realizable value. Amortization is calculated on a solution-by-solution basis and is included in ~~fiscal~~cost ~~2023~~of professional fees and ~~2022~~

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