Item 1A. Risk Factors
An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this Annual Report. The risks described are not the only risks we face, and additional risks not presently known or that we currently deem immaterial may also impair our business. If any of the following risks occur, our business, financial condition, results of operations, and cash flow could be materially adversely affected, and the market price of our common stock and warrants could decline.
Risks Related to the Proposed Business Combination with Aero Velocity
The proposed Merger with Aero Velocity may not be completed on the anticipated terms or timeline, or at all.
The proposed business combination with Aero Velocity Inc. (“Aero”) is subject to numerous conditions, including stockholder approval, the effectiveness of required registration statements, regulatory and exchange approvals, and the satisfaction or waiver of customary closing conditions. There can be no assurance that these conditions will be satisfied or waived. Regulatory review, SEC comments, financing conditions, or other factors could delay or prevent completion.
If the transaction is not completed, we may incur substantial legal, accounting, advisory, and other transaction-related expenses without realizing anticipated benefits. The pendency of the transaction may also create operational disruption, harm relationships with employees and business partners, and adversely affect our stock price.
The proposed Merger will fundamentally change the nature of our business, and our historical results will not be indicative of future performance.
If completed, the combined company is expected to focus primarily on unmanned aerial vehicle manufacturing and related services rather than restaurant operations. Our historical financial statements reflect restaurant operations and will not be indicative of the future performance, financial condition, or risk profile of the combined company.
The transaction represents a significant strategic shift into an industry with different capital requirements, regulatory frameworks, operational risks, and competitive dynamics. Investors who purchased our securities based on our historical restaurant operations will own securities in a company operating in a different industry. If the combined company fails to execute its business plan, the value of our securities could decline materially.
If the proposed Merger is completed, our existing stockholders will experience substantial dilution and reduced voting power, and Aero stockholders are expected to obtain control of the combined company.
Upon completion of the proposed business combination, our existing stockholders are expected to hold a minority ownership interest in the combined company. The transaction contemplates the issuance of a significant amount of convertible preferred stock to Aero stockholders. A certain series of this preferred stock is expected to carry voting rights that are disproportionate to its economic ownership, including enhanced voting rights on an as-converted basis.
As a result, Aero stockholders are expected to control the election of directors and the outcome of matters submitted to a stockholder vote. Our existing common stockholders will have limited ability to influence corporate governance, strategic decisions, or other significant matters, and the market price of our common stock could be adversely affected.
In addition, conversion of the preferred stock into common stock at the stated conversion price could result in substantial dilution to existing stockholders, particularly if the market price of our common stock is below or near the conversion price at the time of conversion.
The proposed spin-off of BT Group, Inc. is not expected to qualify as a tax-free transaction and may result in taxable income to our stockholders.
The contemplated spin-off of BT Group, Inc. is not expected to qualify as a tax-free transaction for U.S. federal income tax purposes. As a result, stockholders may recognize taxable income upon the distribution of BT Group shares, potentially without receiving cash to satisfy the resulting tax liabilities.
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The tax treatment of the spin-off may vary depending on individual circumstances, and we do not currently intend to seek an IRS ruling regarding its tax consequences. Any taxable treatment could reduce the value received by stockholders and adversely affect trading prices.
We may not realize the anticipated benefits of the proposed business combination, and the merged company may face significant operational, financial, and strategic challenges.
Even if the proposed business combination is completed, there can be no assurance that the combined company will achieve the anticipated benefits of the transaction. Realizing those benefits will depend, among other things, on the combined company’s ability to execute its business plan, attract and retain key personnel, obtain financing on acceptable terms, manage its capital structure, comply with applicable regulatory and listing requirements, and respond effectively to competitive and market conditions.
The combined company may also face unanticipated costs, liabilities, or challenges, and management’s attention may be diverted toward integration, reporting, and strategic matters following the transaction, which could adversely affect operating performance.
The proposed spin-off of BT Group, Inc., may not be completed, may be delayed, or may not achieve its intended objectives.
The proposed business combination with Aero contemplates a spin-off of BT Group, Inc., which would hold our restaurant operations and related assets and liabilities. The spin-off is subject to various conditions and approvals and may be delayed, not completed on the anticipated terms or timeline, or not completed at all. Even if completed, there can be no assurance that BT Group, Inc. will achieve a public listing, operate successfully as a standalone company, or deliver value to our stockholders.
Failure to complete the spin-off as contemplated, or adverse market or regulatory conditions affecting BT Group, Inc., could negatively affect the overall structure and anticipated benefits of the proposed transaction.
The proposed business combination could expose us to litigation, regulatory scrutiny, and stockholder claims.
Transactions of the type contemplated by the proposed business combination frequently result in litigation, including stockholder lawsuits challenging the transaction, the consideration to be received, or the disclosure provided in connection with the transaction. Defending such actions could be costly, time-consuming, and distracting to management, regardless of the outcome, and could result in significant liability or settlement costs.
In addition, regulatory authorities, including the SEC and Nasdaq, may review aspects of the proposed transaction, which could result in delays, additional disclosure requirements, or conditions to completion.
The combined company may face risks related to continued listing standards and market acceptance following the transaction.
Following completion of the proposed business combination, the combined company will remain subject to the continued listing requirements of The Nasdaq Stock Market, including requirements relating to stock price, market capitalization, stockholders’ equity, governance, and public float. There is no assurance that the combined company will be able to meet these requirements. Any failure to satisfy applicable listing standards could result in delisting, which would reduce the liquidity of the combined company’s securities, limit access to capital, and adversely affect the market price of our common stock.
Risks Related to Our Growth Strategy
If our proposed merger with Aero Velocity does not close, or if the related spin-off of our restaurant operations is not completed, our growth strategy and business outlook may change.
The Merger Agreement with Aero Velocity contemplates a spin-off of our existing restaurant operations into a new company. If either the merger or the spin-off is delayed, renegotiated, or fails to close, we may incur transaction-related costs, experience operational disruption, or be required to reassess our strategic focus. Uncertainty surrounding the Merger may also affect investor perception, employee retention, and partner relationships.
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We may not be able to integrate, operate, or improve acquired businesses effectively.
The integration and operation of an acquired business may be difficult and may impose significant demands on management and our administrative and financial resources. Integration risks include, among others, implementing consistent operating standards; consolidating systems, procedures, and vendors; integrating management and personnel; retaining key employees; maintaining employee morale; adapting marketing strategies to local markets; and establishing or enhancing financial reporting systems and internal control over financial reporting. These challenges may be more pronounced if we acquire or invest in businesses outside the restaurant industry, given our management team’s limited operational experience in those markets. If we are unable to successfully integrate or operate acquired restaurants, our business, results of operations, and cash flows could be materially adversely affected.
Acquisitions may expose us to unknown liabilities, impairment charges, and other unanticipated consequences.
Acquired businesses may have liabilities that are not identified during due diligence, including employment, tax, food safety, lease, insurance, vendor, litigation, or regulatory matters. Acquired assets, including goodwill, tradenames, other intangibles, and long-lived assets, may be subject to impairment if performance does not meet expectations or market conditions deteriorate. Acquisitions outside our traditional restaurant operations may expose us to additional or different risks, including industry‑specific regulatory regimes, contractual obligations, or operational liabilities that are more difficult to identify or quantify. In addition, acquisitions may disrupt our existing operations and divert management attention, particularly in the periods immediately following a transaction.
Our growth strategy may require additional capital that may not be available on acceptable terms, or at all, and rising interest rates could increase our borrowing costs.
Our ability to pursue acquisitions and growth initiatives depends in part on our access to capital. Market conditions, our operating performance, our stock price, and other factors may limit our ability to raise funds when needed, on acceptable terms, or at all. If we raise capital through equity or convertible securities, existing stockholders may experience dilution, and new securities may have rights senior to our common stock. If we incur debt, we may be subject to restrictive covenants, collateral requirements, and increased debt service obligations, which could limit financial flexibility and adversely affect our results of operations. Higher interest rates may increase borrowing costs and reduce the availability of financing for acquisitions or other corporate purposes. Non‑restaurant acquisitions or strategic transactions may require additional or different forms of financing and could increase our capital needs and financial risk.
Our growth strategy may divert management’s attention from our existing operations .
Pursuing acquisitions, restaurant openings, and expansion requires significant management time and resources and could reduce attention available for operating and improving our existing restaurants. Any resulting decline in operational focus could adversely affect sales, margins, service quality, employee retention, and overall operating performance.
Long-term leases and real estate commitments may create fixed obligations that could adversely affect our financial performance.
Certain acquired restaurants may be subject to long-term, non-cancellable leases and other contractual obligations that require us to pay rent, common area charges, taxes, insurance, maintenance, and other occupancy costs regardless of the restaurant’s performance. If we close or underperform in leased locations, we may remain obligated under the lease and may incur additional costs to exit, assign, or sublease. Lease renewals may also result in higher occupancy costs or the loss of desirable locations, any of which could materially adversely affect our financial condition and results of operations. While this risk is most pronounced in restaurant operations, other acquired businesses may also involve fixed contractual or capital commitments that reduce financial flexibility.
If we grow rapidly, we may not be able to manage that growth effectively.
Significant growth could strain our managerial, administrative, operational, and financial resources. To manage growth effectively, we must enhance operational and financial controls, improve information systems and reporting capabilities, and hire, train, and retain qualified personnel. Growth through acquisitions or strategic transactions outside the restaurant industry may increase these challenges due to differing business models, systems, or regulatory requirements. If we are unable to do so, our business could be harmed, and we may be unable to execute our strategy effectively.
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We rely on key executives to operate our business.
We rely on Gary Copperud, our Chief Executive Officer, and Kenneth Brimmer, our Chief Operating Officer and Chief Financial Officer, to make key decisions relating to our operations and finances. The loss of either executive could adversely affect our business. In addition, neither individual devotes full-time efforts to the Company, as described under “Management.” Our reliance on a limited management team may be further heightened as we evaluate and pursue growth opportunities outside our traditional areas of operation.
Our evaluation of growth opportunities outside the restaurant industry may expose us to additional risks and uncertainties that could adversely affect our business.
In addition to growth within the restaurant and food service sector, management is evaluating strategic transactions and other growth opportunities that may involve businesses outside our historical areas of operation. Pursuing opportunities in new industries involves risks and uncertainties that may be difficult to identify or evaluate in advance, including our limited experience operating non-restaurant businesses, challenges in assessing industry-specific risks, unanticipated regulatory or compliance requirements, and difficulties integrating new operations into our existing management structure.
These efforts may also divert management time and resources, increase professional fees and transaction costs, and create operational distractions, whether or not the transaction is ultimately completed. There can be no assurance that any such opportunity will be successfully identified, consummated, or managed, or that any anticipated benefits will be realized. If we are unable to evaluate, integrate, or operate businesses outside the restaurant industry effectively, our results of operations, cash flows, and financial condition could be materially adversely affected.
Risks Related to Operating in the Restaurant Industry
We face intense competition, and our inability to compete effectively could adversely affect sales and margins.
The restaurant industry is highly competitive across price, service, location, and quality. Many competitors have greater financial, marketing, and operational resources and stronger brand recognition than we do. Increased competition, including from delivery-focused restaurants, supermarkets and prepared meals, meal kits, and other at-home dining alternatives, could reduce traffic and profitability. Competitive discounting may further pressure margins.
Cost increases could adversely affect our operating margins and financial performance.
We are exposed to increases in food and beverage costs, paper and packaging, labor, utilities, insurance, maintenance, rent, and other operating expenses. Inflation, supply chain disruptions, adverse weather, public health matters, and other factors beyond our control may increase costs. Our ability to offset cost increases through menu price increases or operational initiatives may be limited by competitive conditions and customer price sensitivity. If we cannot offset cost increases, our margins and results of operations could be adversely affected.
Labor shortages, wage inflation, and changes in employment laws could increase costs and disrupt operations.
Our business is labor-intensive and depends on our ability to hire, train, and retain sufficient qualified employees. Labor shortages, higher turnover, or an inability to staff restaurants adequately could adversely affect service levels and operating efficiency. In addition, changes in minimum wage, overtime, paid leave, scheduling, healthcare, and other employment laws could increase labor costs and compliance burdens. If we are unable to effectively manage these labor-related challenges, our profitability and ability to operate efficiently could be materially adversely affected.
Food safety incidents or perceived food safety issues could harm our brand and the results of our operations.
Any foodborne illness, contamination, tampering, or other food safety incident involving our restaurants or suppliers, or involving the broader restaurant industry, could harm our reputation, reduce demand for our products, result in temporary closures, and lead to litigation, regulatory actions, and increased costs. Any such event could materially reduce customer traffic, increase our costs, and negatively affect our financial performance.
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Unfavorable publicity, including through social media, could harm our brands and reduce customer traffic.
Negative publicity, including online reviews regarding food quality, customer experience, inspections, employee matters, or other issues—whether or not accurate—could harm our reputation and reduce sales. Social media can amplify these risks and lead to rapid, widespread dissemination of adverse information. Loss of customer trust and reduced traffic may significantly affect our sales, profitability, brand image, and future growth.
Risks Related to Health Emergencies
Health emergencies, including the resurgence of COVID-19 variants or other outbreaks, could reduce customer traffic, disrupt staffing, increase commodity costs, and cause supply disruptions, resulting in temporary closures or other operational constraints. If any such health emergency occurs, it could materially adversely affect our revenues, operating margins, and overall financial condition.
Risks Related to Information Technology, Cybersecurity, and Data Privacy
Technological disruptions or failures could interrupt operations and adversely affect our business.
We rely on technology systems, including point-of-sale systems and other systems operated and supported by third-party vendors. System failures, telecommunications disruptions, or service provider outages could disrupt operations, degrade customer experience, and incur costs or liabilities. Any prolonged or significant disruption could impair our ability to operate our restaurants efficiently and could materially adversely affect our results of operations.
Cybersecurity incidents could result in operational disruption, reputational harm, and liability .
Although we rely on third-party providers for payment processing and certain employee-related systems and we generally do not store customer payment card information, cybersecurity incidents affecting our vendors or us could result in unauthorized access to data, system disruptions, reputational harm, regulatory investigations, litigation, and remediation costs. Cybersecurity threats continue to evolve, and our controls may not prevent all incidents. Any such incident could result in significant costs, operational disruption, and reputational damage, materially adversely affecting our business and financial results.
Failure to manage social media effectively could harm our reputation and the results of our operations .
Information on social media may be inaccurate or adverse to our interests and can spread quickly. In addition, ineffective or inappropriate use of social media by us, our customers, or employees could lead to reputational harm, litigation, increased costs, or reduced customer traffic. If these risks materialize, they could negatively affect customer perception, reduce traffic to our restaurants, and materially affect our revenues.
Legal and Regulatory Risks
Litigation and regulatory proceedings could be costly and could adversely affect our business.
We may be subject to claims by employees, customers, suppliers, stockholders, and others, including wage-and-hour, discrimination, harassment, wrongful termination, premises liability, food-related claims, and other matters. Litigation and regulatory proceedings can be costly, time-consuming, disruptive, and may result in adverse publicity. Insurance may not be available on commercially reasonable terms or in amounts sufficient to cover all liabilities. An adverse outcome in any such proceeding could result in significant monetary damages, operational restrictions, or reputational harm, materially adversely affecting our business and financial condition.
Regulatory changes and shifting consumer health preferences could require updates to menu disclosures and adversely affect demand.
As we grow, we may be subject to additional federal, state, or local requirements, including menu labeling and other nutritional disclosures. New regulations or shifts in consumer preferences could require adjustments to menu items or disclosures, adversely affect demand, or increase compliance costs. These changes could increase operating costs, reduce customer demand for certain menu offerings, and materially adversely affect our operating results.
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We are subject to extensive federal, state, and local regulation, and compliance is costly and complex.
Our operations are subject to numerous laws and regulations, including those relating to food safety, sanitation, health and fire standards, alcohol service (where applicable), employment practices, wage and hour compliance, immigration verification, and accessibility requirements under the ADA. Failure to comply could result in fines, enforcement actions, litigation, or the loss of required licenses and permits. Any failure to comply with laws and regulations could disrupt our operations, increase costs, and materially adversely affect our business and results of operations.
Failure to maintain required licenses and permits could harm our business.
Restaurants must obtain and renew various licenses, permits, and approvals. If we are unable to obtain or maintain required licenses or approvals, we could be required to modify operations, delay openings, or close locations. Such outcomes could reduce revenues and profitability and materially adversely affect our financial condition.
We may not be able to adequately protect our intellectual property, which could reduce brand value.
Our business depends in part on trademarks and other intellectual property. Third-party infringement, misappropriation, challenges to our rights, or claims that we have infringed others’ rights could be costly and adversely affect our brands and operations. Any impairment of our intellectual property rights could diminish brand recognition and customer loyalty and materially adversely affect our business.
General Risk Factors
Economic conditions and reduced consumer discretionary spending could adversely affect our business.
Our performance depends on consumer discretionary spending. Economic downturns, inflation, financial market volatility, and reductions in consumer confidence may reduce restaurant traffic and sales. If sales decline, profitability may be adversely affected, and we may take actions such as delaying remodels, closing locations, or recording impairment charges. Sustained adverse economic conditions could materially adversely affect our revenues, margins, and cash flows.
Regional economic conditions and events could adversely affect our results due to geographic concentration.
A significant portion of our operations is concentrated in a limited number of states. Adverse regional economic conditions, severe weather, natural disasters, or other local events could adversely affect our results of operations and financial condition. Because of this concentration, adverse events in these regions could disproportionately impact our business and financial results.
Damage to our reputation could adversely affect our business and our results of operations.
Our success depends in part on consumer perception of our brands. Any event that harms consumer trust or perception—including incidents involving food quality, service, safety, or employee conduct—could reduce brand value and customer traffic and materially adversely affect our business. A sustained loss of consumer confidence could materially adversely affect our revenues and long-term growth prospects.
Our business is subject to seasonal fluctuations due to weather and other factors.
Historically, customer spending at our midwestern restaurants is lowest in the first and fourth quarters, driven by holidays, consumer habits, and adverse weather. Likewise, our restaurants in Florida experience declines in customer spending during the summer, when fewer tourists visit. Our restaurant in Woods Hole, Massachusetts, experiences reduced customer traffic outside the summer months. Therefore, our quarterly results will continue to be affected by seasonality. Because of these and other factors, our financial results for any quarter may not be indicative of the results achieved for a full fiscal year. Seasonal fluctuations may cause volatility in our quarterly operating results and cash flows, complicating planning and adversely affecting our financial performance in certain periods.
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If we cannot offset rising labor costs with price increases, our financial performance could be adversely affected.
Increases in hourly labor costs and minimum tip credit wages, extensions of personal and other leave policies, other governmental regulations affecting labor costs and a diminishing pool of potential staff members when the unemployment rate falls and legal immigration is restricted, especially in certain localities, could increase our labor costs and make it more difficult to fully staff our restaurants, any of which could materially adversely affect our financial performance. If labor cost increases exceed our ability to adjust pricing or improve productivity, our margins and profitability could be materially adversely affected.
Failure of our internal control over financial reporting could adversely affect our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we will prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and in a timely manner or to detect and prevent fraud. The identification of a material weakness could indicate a lack of controls adequate to produce accurate financial statements, which, in turn, could cause a loss of investor confidence and a decline in the market price of our common stock. We cannot you that we will be to remediate any material that may be identified in future periods in a timely manner, or that we will maintain all necessary controls to maintain continued compliance. Likewise, we cannot guarantee we will be to retain sufficiently skilled finance and accounting personnel, particularly given the increased demand for such personnel among publicly traded companies. Any to maintain internal controls could result in financial reporting , of investor confidence, regulatory , and a in the market price of our common stock.
Risks Related to Ownership of Our Common Stock
Activist stockholders could adversely affect our business and results of operations.
From time to time, stockholders may propose or seek to influence corporate actions or strategic decisions. Activist stockholder activity, whether successful or not, could be costly and time-consuming, diverting management’s attention and resources from operating our business. In addition, activist activity may create perceived uncertainty regarding our strategy or future direction, which could adversely affect our ability to attract and retain employees, customers, suppliers, and other business partners, and could hinder our ability to execute our business plan. Activist activity could also lead to litigation or other disputes, which may be costly and disruptive, regardless of the outcome. These activities could distract management, increase costs, and create uncertainty that could adversely affect our business and stock price.
The market price of our common stock may be volatile, and you may lose all or part of your investment.
The trading price of our common stock may fluctuate significantly, and you may not be able to sell your shares at or above the price you paid. The stock market has experienced, and may continue to experience, significant volatility, and our stock price may be particularly volatile due to, among other things, our operating results, strategic initiatives, merger-related developments and announcements, and general market conditions. As a result, the market price of our common stock may decline substantially, including for reasons unrelated to our operating performance. As a result of this volatility, investors may experience significant losses, and our ability to access capital markets could be adversely affected.
Factors that may cause our stock price to fluctuate include, among others:
actual or anticipated fluctuations in our quarterly or annual operating results;
analyst reports or changes analysts’ estimates or recommendations;
our failure to meet analysts’ projections or guidance;
changes in management or key personnel;
sales, or anticipated sales of shares held by significant stockholders, directors, or executive officers;
strategic transactions or investments, or changes in business strategy;
the passage of legislation or other regulatory developments affecting us or our industry;
litigation and governmental investigations;
publicity (regardless of accuracy), including on social media platforms;
terrorist acts, acts of war or periods of widespread civil unrest;
a foodborne illness outbreak, national health emergency or a pandemic;
severe weather, natural disasters, and other calamities; and
changes in the general market and economic conditions.
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Our articles of incorporation, bylaws and Wyoming law may discourage a change of control of our Company and depress the price of our stock.
Our articles of incorporation and bylaws include certain provisions that could have the effect of discouraging, delaying, or preventing a change of control of our company or changes in our management, including, among other things:
advance notice requirements applicable to stockholders for matters to be brought before a meeting of stockholders and requirements as to the form and content of a stockholder’s notice;
the right to issue preferred stock without stockholder approval, which could dilute the stock ownership of a potential hostile acquirer;
allowing all vacancies, including newly created directorships, to be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, except as otherwise required by law;
limiting the persons that can call special meetings of our stockholders to our board of directors, the chairperson of our board of directors, the chief executive officer, or the president (in the absence of a chief executive officer).
These provisions could limit strategic alternatives and reduce the value of stockholders, and may be realized in a change‑of‑control transaction.
We have no plans to pay cash dividends on our common stock.
We will likely retain any future earnings for operations, expansion, and debt repayment, and we have no plans to pay any cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be at the discretion of our board of directors and will depend, among other things, on our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants in any existing or future indebtedness of our subsidiaries or us, including a credit facility. As a result, you may not receive any return on an investment in our common stock for a price greater than that you paid. As a result, investors may need to rely on stock price appreciation to achieve a return on their investment.
Raising additional equity capital may be more challenging while the warrants are outstanding.
While the warrants issued in our IPO remain outstanding, the holders of such warrants will be able to profit from an increase in the market price of our common stock. However, we may find it more difficult to raise additional equity capital. At the same time, the warrants are outstanding, and we may not have the capital to fund our expansion and growth plans or for other corporate purposes. If we are unable to raise capital on acceptable terms, our ability to fund growth initiatives and operations could be materially adversely affected.
Our board has broad authority to issue preferred stock, which could adversely affect holders of our common stock and could discourage or delay a change in control.
Our articles of incorporation authorize the issuance of up to 2,000,000 shares of preferred stock with designations, rights and preferences that may be determined from time to time by the board of directors. Subject to applicable law, our certificate of incorporation and bylaws, and applicable stock exchange requirements, our board of directors has the authority to create and issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock.
In connection with the proposed business combination, we are seeking stockholder approval for the issuance of Series A-1 and Series A-2 Convertible Preferred Stock. In addition, our board may in the future authorize the issuance of additional shares or series of preferred stock on terms that could dilute the interests of common stockholders, adversely affect the market price of our common stock, or be used, under certain circumstances, as a method of discouraging, delaying, or preventing a change in control of our company or a change in our management.
These provisions could adversely affect the voting power of holders of common stock and limit the price investors may be willing to pay for our common stock in the future.
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These provisions might discourage, delay, or prevent a change in control of our company or a change in our management. These provisions could adversely affect the voting power of holders of common stock and limit the price investors may be willing to pay for our common stock in the future.
Claims for indemnification by our directors and officers may reduce available funds to satisfy successful third-party claims.
Our articles of incorporation and bylaws provide that the Company will indemnify our directors and officers, in each case, to the fullest extent permitted by Wyoming law.
In addition, as permitted by the Wyoming Business Corporation Act, our bylaws and the indemnification agreements that we have entered into with our directors and officers provide that:
we indemnify our directors and officers for serving us in those capacities or serving other business enterprises at our request to the fullest extent permitted by Wyoming law. Wyoming law provides that a corporation may indemnify such a person if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct was unlawful;
we may indemnify employees and agents in those circumstances permitted by applicable law;
we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that the individual is not entitled to indemnification;
we are not obligated pursuant to our bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification.
The rights conferred in our bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons, and
we may not retroactively amend our bylaws to reduce our indemnification obligations to directors, officers, employees, and agents.
Reduced disclosure requirements may make our common stock less attractive to investors.
Reduced disclosure requirements applicable to us as a smaller reporting company may make our common stock less attractive to investors.
We qualify as a “smaller reporting company” under SEC rules. As a result, we are permitted to provide scaled disclosures in our SEC filings, including reduced executive compensation disclosure, and we are exempt from the requirement under Section 404(b) of the Sarbanes-Oxley Act that our independent registered public accounting firm attests to the effectiveness of our internal control over financial reporting. We may also be eligible to rely on other disclosure accommodations available to smaller reporting companies and, if applicable, emerging growth companies.
If we use these accommodations, investors may find our common stock less attractive because they may receive less information than they would from companies that do not qualify for, or elect not to use, scaled disclosure. Any such perception could reduce trading volume, increase price volatility, and adversely affect the market price of our common stock.
