What changed in this filing

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Item 1A. Risk Factors

2020-11-16 compared with 2020-08-13 · 398 added, 364 removed, 153 unchanged (83% of the section changed)

RISK FACTORS.

deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the

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Related to our Business

effects of the coronavirus pandemic may further materially and adversely affect our business, results of operations and liquidity.

The coronavirus pandemic has resulted in businesses

suspending or substantially curtailing global operations and travel, quarantines, and an overall substantial slowdown of economic

Transportation fuels in particular, including ethanol, have experienced significant price declines and reduced demand.

A further or extended ongoing downturn in global economic growth, or recessionary conditions in major geographic regions, will

lead to poor demand for ethanol and negatively affect the market prices of our products, further materially and adversely affecting

our business, results of operations and liquidity.

plant indebtedness exposes us to many risks that could negatively impact our business, our business prospects, our liquidity and

our cash flows and results of operations.

plants located in the Midwest have significant indebtedness.

In addition, we have significant indebtedness under our senior secured

notes issued at the parent-company level.

The terms of our loans require amortizing payments of principal over the lives of the

loans and our borrowing availability under our plant revolving credit facilities periodically and automatically declines through

effects of the coronavirus pandemic, or its abatement, may materially and adversely affect our business, results of operations

and liquidity.

coronavirus pandemic has resulted in businesses suspending or substantially curtailing global operations and travel, quarantines,

and an overall substantial slowdown of economic activity.

Federal, state and foreign governments have implemented measures to

contain the virus, including social distancing requirements, travel restrictions, border closures, limitations on public gatherings,

work-from-home orders, and closure of non-essential businesses.

Transportation fuels in particular, including fuel-grade ethanol,

have experienced significant price declines and reduced demand.

A further or extended ongoing downturn in global economic activity,

or recessionary conditions in major geographic regions, will lead to poor demand for, and negatively affect the prices of, fuel-grade

ethanol, materially and adversely affecting our business, results of operations and liquidity.

to protect the health and well-being of our employees and customers, we have implemented work-from-home requirements, made substantial

modifications to employee travel policies, and cancelled or shifted marketing and other corporate events to virtual-only formats

for the foreseeable future.

While we continue to monitor our circumstances and may adjust our current policies as more information

and public health guidance become available, these precautionary measures could negatively affect our sales and marketing efforts,

delay and lengthen our sales cycles, or create operational or other challenges, any of which could harm our business and results

of operations.

addition, if one or more of our employees or customers becomes ill from coronavirus and attributes their infection to us, including

through exposure at one of our offices or distilleries, we could be subject to allegations of failure to adequately mitigate the

risk of exposure.

Such allegations could harm our reputation and expose us to the risks of litigation and liability.

specialty alcohols business has benefitted significantly from the coronavirus pandemic due to a substantial increase in demand

for alcohol-based sanitizers and disinfectants.

As the coronavirus pandemic abates, demand for alcohol-based sanitizers and disinfectants

may decline, ultimately exerting downward pressure on prices for our specialty alcohols used in those products.

In addition, higher

industry production levels in response to the coronavirus pandemic and any resulting oversupply of specialty alcohols for sanitizers

and disinfectants will also exert downward pressure on prices.

Reduced demand and prices for our specialty alcohols used in sanitizers

and disinfectants, or industry oversupply of those specialty alcohols, may materially and adversely affect our business, results

of operations and liquidity.

indebtedness exposes us to many risks that could negatively impact our business, our business prospects, our liquidity and our

cash flows and results of operations.

distilleries located in the Midwest have significant indebtedness.

In addition, we have significant indebtedness under our senior

secured notes issued at the parent-company level.

The terms of our loans require amortizing payments of principal over the lives

of the loans and our borrowing availability under our revolving credit facilities periodically and automatically declines through

the maturity dates of those facilities.

Our indebtedness could:

it more difficult to pay or refinance our debts as they become due during adverse economic and industry conditions because

any decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;

our flexibility to pursue strategic opportunities or react to changes in our business and the industry in which we operate

and, consequently, place us at a competitive disadvantage to our competitors who have less debt;

a substantial portion of our cash flows from operations to be used for debt service payments, thereby reducing the availability

of our cash flows to fund working capital, capital expenditures, acquisitions, dividend payments and other general corporate

it more difficult to pay or refinance our debts as they become due during adverse economic

and industry conditions because any decrease in revenues could cause us to not have sufficient

cash flows from operations to make our scheduled debt payments;

our flexibility to pursue strategic opportunities or react to changes in our business

and the industry in which we operate and, consequently, place us at a competitive disadvantage

to our competitors who have less debt;

a substantial portion of our cash flows from operations to be used for debt service payments,

thereby reducing the availability of our cash flows to fund working capital, capital

expenditures, acquisitions, dividend payments and other general corporate purposes;

our ability to procure additional financing for working capital or other purposes.

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which could result in their acceleration of our debt.

In addition, although we paid an aggregate of $40.0

million to our Pekin and ICP lenders by September 30, 2020, a portion of that amount is disputed as originating from an approved

source of funds.

A failure to timely pay the required amount from an approved source of funds could be a default under the terms

of our debt obligations to our lenders, which could result in their acceleration of our debt.

We do not have sufficient liquidity or capital resources to immediately

repay our debt if accelerated.

addition, our plant indebtedness bears interest at variable rates.

An increase in prevailing

interest rates would likewise increase our debt service obligations and could materially

and adversely affect our cash flows and results of operations.

Our distillery indebtedness

bears interest at variable rates.

An increase in prevailing interest rates would likewise increase our debt service obligations

and could materially and adversely affect our cash flows and results of operations.

ability to generate sufficient cash to make all principal and interest payments when due depends on our business performance,

which is subject to a variety of factors beyond our control, including the supply of and demand for ethanol and co-products, ethanol

and co-product prices, the cost of key production inputs, and many other factors incident to the ethanol production and marketing

which is subject to a variety of factors beyond our control, including the supply of and demand for our alcohols and other products,

product prices, the cost of key production inputs, and many other factors incident to the alcohol production and marketing industry.

We cannot provide any assurance that we will be able to timely satisfy such obligations.

Our failure to timely satisfy

our debt obligations could have a material adverse effect on our business, business prospects, liquidity, cash flows and results

of operations, and could force us to seek protection under the U.S.

Our failure to timely satisfy our debt

obligations could have a material adverse effect on our business, business prospects, liquidity, cash flows and results of operations,

and could force us to seek protection under the U.S.

Bankruptcy Code.

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have incurred significant losses and negative operating cash flow in the past.

For the six months ended June 30, 2020 and

2019, we incurred consolidated net losses of $12.3 million and $22.5 million, respectively.

For the years ended December 31,

2019 and 2018, we incurred consolidated net losses of approximately $101.3 million and $68.0 million, respectively.

ended December 31, 2019, we incurred negative operating cash flow of approximately $23.4 million.

We may incur losses and

negative operating cash flow in the future.

We expect to rely on cash on hand, cash, if any, generated from our operations, borrowing

availability under our lines of credit and proceeds from future financing activities, if any, to fund all of the cash requirements

of our business.

Continued losses and negative operating cash flow may hamper our operations and impede us from expanding our

results of operations and our ability to operate at a profit is largely dependent on managing the costs of corn and natural gas

and the prices of high quality alcohol, ethanol, distillers grains and other co-products, all of which are subject to significant

For the nine months ended September 30, 2019, we

incurred consolidated net losses of $51.5 million.

For the years ended December 31, 2019 and 2018, we incurred consolidated net

losses of approximately $101.3 million and $68.0 million, respectively.

For the year ended December 31, 2019, we incurred negative

operating cash flow of approximately $23.4 million.

We may incur losses and negative operating cash flow in the future.

to rely on cash on hand, cash, if any, generated from our operations, borrowing availability under our lines of credit and proceeds

from our future financing activities, if any, to fund all of the cash requirements of our business.

Additional losses and negative

operating cash flow may hamper our operations and impede us from expanding our business.

results of operations and our ability to operate at a profit are largely dependent on our ability to manage the costs of corn,

natural gas and other production inputs, with the prices of our alcohols and essential ingredients, all of which are subject to

volatility and uncertainty.

Our results of operations are highly impacted

by commodity prices, including the cost of corn and natural gas that we must purchase, and the prices of high quality alcohol,

ethanol, distillers grains and other co-products that we sell.

Prices and supplies are subject to and determined by market and

other forces over which we have no control, such as weather, domestic and global demand, supply shortages, export prices and various

governmental policies in the United States and around the world.

As a result of price volatility of corn,

natural gas, high quality alcohol, ethanol, distillers grains and other co-products, our results of operations may fluctuate substantially.

In addition, increases in corn or natural gas prices or decreases in high quality alcohol, ethanol, distillers grains or other

co-product prices may make it unprofitable to operate.

In fact, some of our marketing activities will likely be unprofitable in

a market of generally declining prices due to the nature of our business.

For example, to satisfy customer demands, we maintain

certain quantities of ethanol inventory for subsequent resale.

Moreover, we procure much of our inventory outside the context of

a marketing arrangement and therefore must buy ethanol at a price established at the time of purchase and sell ethanol at an index

price established later at the time of sale that is generally reflective of movements in the market price of ethanol.

our margins for ethanol sold in these transactions generally decline and may turn negative as the market price of ethanol declines.

No assurance can be given that corn or natural

gas can be purchased at, or near, current or any particular prices or that high quality alcohol, ethanol, distillers grains or

other co-products will sell at, or near, current or any particular prices.

Consequently, our results of operations and financial

position may be adversely affected by increases in the price of corn or natural gas or decreases in the price of high quality alcohol,

ethanol, distillers grains or other co-products.

Over the past several years, the spread between

ethanol and corn prices has fluctuated significantly.

Fluctuations are likely to continue to occur.

A sustained narrow spread,

whether as a result of sustained high or increased corn prices or sustained low or decreased ethanol or high quality alcohol prices,

would adversely affect our results of operations and financial position.

Further, combined revenues from sales of ethanol, distillers

grains and other co-products could decline below the marginal cost of production, which may force us to suspend production of

ethanol, distillers grains and other co-products at some or all of our plants.

ethanol production or higher inventory levels may cause a decline in ethanol prices or prevent ethanol prices from rising, and

may have other negative effects, adversely impacting our results of operations, cash flows and financial condition.

believe that the most significant factor influencing the price of ethanol has been the substantial increase in ethanol production.

According to the Renewable Fuels Association, domestic ethanol production capacity increased from an annualized rate of 1.5 billion

gallons per year in January 1999 to a record 16.1 billion gallons in 2018.

In addition, if ethanol production margins improve,

we anticipate that owners of ethanol production facilities will increase production levels, thereby resulting in more abundant

ethanol supplies and inventories.

Any increase in the supply of ethanol may not be commensurate with increases in the demand for

ethanol, thus leading to lower ethanol prices.

Also, demand for ethanol could be impaired due to a number of factors, including

regulatory developments and reduced United States gasoline consumption.

Reduced gasoline consumption has occurred in the past

and could occur in the future as a result of increased gasoline or oil prices or other factors such as increased automobile fuel

Any of these outcomes could have a material adverse effect on our results of operations, cash flows and financial

market price of ethanol is volatile and subject to large fluctuations, which may cause our profitability or losses to fluctuate

results of operations are highly impacted by commodity prices, including the cost of corn, natural gas and other production inputs

that we must purchase, and the prices of alcohols and essential ingredients that we sell.

Prices and supplies are subject to and

determined by market and other forces over which we have no control, such as weather, domestic and global demand, supply shortages,

export prices and various governmental policies in the United States and throughout the world.

volatility of corn, natural gas and other production inputs, and alcohols and essential ingredients, may cause our results of

operations to fluctuate substantially.

We may fail to generate expected levels of net sales and profits even under fixed-price

and other contracts for the sale of specialty alcohols used in consumer products.

Our customers may not pay us timely or at all,

even under longer-term, fixed-price contracts for our specialty alcohols, and may seek to renegotiate prices under those contracts

during periods of falling prices or high price volatility.

Over the past several

years, for example, the spread between corn and fuel-grade ethanol prices has fluctuated significantly.

Fluctuations are likely

to continue to occur.

A sustained narrow spread, whether as a result of sustained high or increased corn prices or sustained low

or decreased alcohol or essential ingredient prices, would adversely affect our results of operations and financial position.

Revenues from sales of alcohols, particularly fuel-grade ethanol, and essential ingredients could decline below the marginal cost

of production, which may force us to suspend production, particularly fuel-grade ethanol production, at some or all of our distilleries.

addition, some of our fuel-grade ethanol marketing activities will likely be unprofitable in a market of generally declining prices

due to the nature of our business.

For example, to satisfy customer demands, we maintain certain quantities of fuel-grade ethanol

inventory for subsequent resale.

Moreover, we procure much of our fuel-grade ethanol inventory outside the context of a marketing

arrangement and therefore must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade ethanol

at an index price established later at the time of sale that is generally reflective of movements in the market price of fuel-grade

As a result, our margins for fuel-grade ethanol sold in these transactions generally decline and may turn negative as

the market price of fuel-grade ethanol declines.

can provide no assurance that corn, natural gas or other production inputs can be purchased at or near current or any particular

prices, or that our alcohols or essential ingredients will sell at, or near current or any particular prices.

Consequently, our

results of operations and financial position may be adversely affected by increases in the prices of corn, natural gas and other

production inputs or decreases in the prices of our alcohols and essential ingredients.

alcohol or essential ingredient production or higher inventory levels may cause a decline in prices for those products, and may

have other negative effects, adversely impacting our results of operations, cash flows and financial condition.

prices of our alcohols, in particular fuel-grade ethanol, and essential ingredients are impacted by competing third-party supplies

of those products.

For example, we believe that the most significant factor influencing the price of fuel-grade ethanol has been

the substantial increase in production.

According to the Renewable Fuels Association, domestic fuel-grade ethanol production capacity

increased from an annualized rate of 1.5 billion gallons per year in January 1999 to a record 16.1 billion gallons in 2018.

addition, if fuel-grade ethanol production margins improve, we anticipate that owners of production distilleries

operating at below capacity, or owners of idled distilleries, will increase production levels, thereby resulting

in more abundant fuel-grade ethanol supplies and inventories.

Increases in the supply of fuel-grade ethanol may not be commensurate

with increases in demand for fuel-grade ethanol, thus leading to lower fuel-grade ethanol prices.

Also, higher industry production

levels in response to the coronavirus pandemic and any resulting oversupply of specialty alcohols for sanitizers and disinfectants

will also exert downward pressure on prices.

Any of these outcomes could have a material adverse effect on our results of operations,

cash flows and financial condition.

prices of our products are volatile and subject to large fluctuations, which may cause our results of operations to fluctuate

significantly.

market price of ethanol is volatile and subject to large fluctuations.

The market price of ethanol is dependent upon many

factors, including the supply of ethanol and the price of gasoline, which is in turn dependent upon the price of petroleum

which is highly volatile and difficult to forecast.

For example, ethanol prices, as reported by the CBOT, ranged from

$0.81 to $1.37 per gallon for the six months ended June 30, 2020, from $1.25 to $1.70 per gallon in 2019 and from $1.20

to $1.53 per gallon during 2018.

Fluctuations in the market price of ethanol may cause our profitability or losses to

fluctuate significantly.

of our marketing activities will likely be unprofitable in a market of generally declining ethanol prices due to the nature of

our business.

of our marketing activities will likely be unprofitable in a market of generally declining ethanol prices due to the nature of

our business.

For example, to satisfy customer demands, we maintain certain quantities of ethanol inventory for subsequent resale.

Moreover, we procure much of our inventory outside the context of a marketing arrangement and therefore must buy ethanol at a

price established at the time of purchase and sell ethanol at an index price established later at the time of sale that is generally

reflective of movements in the market price of ethanol.

As a result, our margins for ethanol sold in these transactions generally

decline and may turn negative as the market price of ethanol declines.

in production or distribution infrastructure may adversely affect our business, results of operations and financial condition.

prices of our products are volatile and subject to large fluctuations.

For example, the market price of fuel-grade ethanol is

dependent upon many factors, including the supply of fuel-grade ethanol and the price of gasoline, which is in turn dependent

upon the price of petroleum which is highly volatile and difficult to forecast.

For instance, fuel-grade ethanol prices, as reported

by the Chicago Board of Trade, ranged from $0.81 to $1.61 per gallon for the nine months ended September 30, 2020, from $1.25

to $1.70 per gallon in 2019 and from $1.20 to $1.53 per gallon in 2018.

In addition, even under longer-term, fixed-price contracts

for our specialty alcohols, our customers may seek to renegotiate prices under those contracts during periods of falling prices

or high price volatility.

Fluctuations in the prices of our products may cause our results of operations to fluctuate significantly.

in our production or distribution may adversely affect our business, results of operations and financial condition.

business depends on the continuing availability of rail, road, port, storage and distribution infrastructure.

In particular, due

to limited storage capacity at our plants and other considerations related to production efficiencies, our plants depend on just-in-time

delivery of corn.

The production of ethanol and high quality alcohols also requires a significant and uninterrupted supply of

other raw materials and energy, primarily water, electricity and natural gas.

Local water, electricity and gas utilities may not

be able to reliably supply the water, electricity and natural gas that our plants need or may not be able to supply those resources

to limited storage capacity at our distilleries and other considerations related to production efficiencies, our distilleries

depend on just-in-time delivery of corn.

The production of alcohols also requires a significant and uninterrupted supply of other

raw materials and energy, primarily water, electricity and natural gas.

Local water, electricity and gas utilities may not be

able to reliably supply the water, electricity and natural gas that our distilleries need or may not be able to supply those resources

on acceptable terms.

In the past, poor weather has caused disruptions in rail transportation, which slowed the delivery of ethanol

by rail, the principle manner by which ethanol from our plants located in the Midwest is transported to market.

Disruptions in

production or distribution infrastructure, whether caused by labor difficulties, earthquakes, storms, other natural disasters

or human error or malfeasance or other reasons, could prevent timely deliveries of corn or other raw materials and energy, and

could delay transport of our products to market, and may require us to halt production at one or more plants, any of which could

have a material adverse effect on our business, results of operations and financial condition.

In the past, poor weather has caused disruptions in rail transportation, which slowed the delivery of fuel-grade

ethanol by rail, the principle manner by which fuel-grade ethanol from our distilleries located in the Midwest is transported

In addition, we recently experienced closure of the Illinois

River for lock repairs which required greater use of less cost-effective modes of product transport such as via rail and truck,

which resulted in higher costs and negatively affected our results of operations.

in production or distribution, whether caused by labor difficulties, unscheduled downtimes and other operational hazards inherent

in the alcohol production industry, including equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures,

transportation accidents and natural disasters such as earthquakes, floods and storms, or human error or malfeasance or other

reasons, could prevent timely deliveries of corn or other raw materials and energy, and could delay transport of our products

to market, and may require us to halt production at one or more distilleries, any of which could have a material adverse effect

on our business, results of operations and financial condition.

of these operational hazards may also cause personal injury or loss of life, severe damage to or destruction of property and equipment

or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties.

Our insurance

may not be adequate to fully cover the potential hazards described above or we may not be able to renew this insurance on commercially

reasonable terms or at all.

through security vulnerabilities could lead to disruption of business, reduced revenue, increased costs, liability claims, or

harm to our reputation or competitive position.

vulnerabilities may arise from our hardware, software, employees, contractors or policies we have deployed, which may result in

external parties gaining access to our networks, datacenters, cloud datacenters, corporate computers, manufacturing systems, and/or

access to accounts we have at our suppliers, vendors, and customers.

They may gain access to our data or our customers’

data, or attack the networks causing denial of service or attempt to hold our data or systems in ransom.

The vulnerability

could be caused by inadequate account security practices such as failure to timely remove employee access when terminated.

mitigate these security issues, we have implemented measures throughout our organization, including firewalls, backups, encryption,

employee information technology policies and user account policies.

However, there can be no assurance these measures will be

sufficient to avoid cyberattacks.

If any of these types of security breaches were to occur and we were unable to protect sensitive

data, our relationships with our business partners and customers could be materially damaged, our reputation could be materially

harmed, and we could be exposed to a risk of litigation and possible significant liability.

if we fail to adequately maintain our infrastructure, we may have outages and data loss.

Excessive outages may affect our ability

to timely and efficiently deliver products to customers or develop new products and solutions.

Such disruptions and data loss

may adversely impact our ability to fulfill orders and interrupt other processes.

Delayed sales or lost customers resulting from

these disruptions could adversely affect our financial results, stock price and reputation.

State of California enacted the California Consumer Privacy Act of 2018, or CCPA, effective on January 1, 2020.

business partners’

or contractors’

failure to fully comply with the CCPA and other laws could lead to significant

fines and require onerous corrective action.

In addition, data security breaches experienced by us or our business partners or contractors could result in the loss of trade secrets or other intellectual property, public disclosure of sensitive

commercial data, and the exposure of personally identifiable information (including sensitive personal information) of our

employees, customers, suppliers, contractors and others.

use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our

systems, breach of the systems of our suppliers or vendors by an unauthorized party, or through employee or contractor error,

theft or misuse, or otherwise, could harm our business.

If any such unauthorized use or disclosure of, or access to, such personal

information was to occur, our operations could be seriously disrupted, and we could be subject to demands, claims and litigation

by private parties, and investigations, related actions, and penalties by regulatory authorities.

In addition, we could incur

significant costs in notifying affected persons and entities and otherwise complying with the multitude of foreign, federal, state

and local laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information.

any perceived or actual unauthorized access to, or use or disclosure of, such information could harm our reputation, substantially

impair our ability to attract and retain customers and have an adverse impact on our business, financial condition and results

of operations.

may engage in hedging transactions and other risk mitigation strategies that could harm our results of operations and financial

an attempt to partially offset the effects of volatility of ethanol prices and corn and natural gas costs, we may enter into contracts

to fix the price of a portion of our ethanol production or purchase a portion of our corn or natural gas requirements on a forward

In addition, we may engage in other hedging transactions involving exchange-traded futures contracts for corn, natural

gas and unleaded gasoline from time to time.

The financial statement impact of these activities is dependent upon, among other

things, the prices involved and our ability to sell sufficient products to use all of the corn and natural gas for which forward

commitments have been made.

Hedging arrangements also expose us to the risk of financial loss in situations where the other party

to the hedging contract defaults on its contract or, in the case of exchange-traded contracts, where there is a change in the

expected differential between the underlying price in the hedging agreement and the actual prices paid or received by us.

our open contract positions may require cash deposits to cover margin calls, negatively impacting our liquidity.

our results of operations and financial condition may be adversely affected by our hedging activities and fluctuations in the

price of corn, natural gas, ethanol and unleaded gasoline.

difficulties at our plants could negatively impact sales volumes and could cause us to incur substantial losses.

at our plants are subject to labor disruptions, unscheduled downtimes and other operational hazards inherent in the ethanol production

industry, including equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents

and natural disasters.

Some of these operational hazards may cause personal injury or loss of life, severe damage to or destruction

of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal

Our insurance may not be adequate to fully cover the potential operational hazards described above or we may not be

able to renew this insurance on commercially reasonable terms or at all.

our plants may not operate as planned or expected.

All of these facilities are designed to operate at or above a specified production

The operation of these facilities is and will be, however, subject to various uncertainties.

As a result, these facilities

may not produce ethanol, high quality alcohol and co-products at expected levels.

In the event any of these facilities do not

run at their expected capacity levels, our business, results of operations and financial condition may be materially and adversely

demand for ethanol is uncertain and may be affected by changes to federal mandates, public perception, consumer acceptance and

overall consumer demand for transportation fuel, any of which could negatively affect demand for ethanol and our results of operations.

many trade groups, academics and governmental agencies have supported ethanol as a fuel additive that promotes a cleaner environment,

others have criticized ethanol production as consuming considerably more energy and emitting more greenhouse gases than other

biofuels and potentially depleting water resources.

Some studies have suggested that corn-based ethanol is less efficient than

ethanol produced from other feedstock and that it negatively impacts consumers by causing increased prices for dairy, meat and

other food generated from livestock that consume corn.

Additionally, ethanol critics contend that corn supplies are redirected

from international food markets to domestic fuel markets.

If negative views of corn-based ethanol production gain acceptance,

support for existing measures promoting use and domestic production of corn-based ethanol could decline, leading to reduction

or repeal of federal mandates, which could adversely affect the demand for ethanol.

These views could also negatively impact public

perception of the ethanol industry and acceptance of ethanol as an alternative fuel.

are limited markets for ethanol beyond those established by federal mandates.

Discretionary blending and E85 blending are important

secondary markets.

Discretionary blending is often determined by the price of ethanol versus the price of gasoline.

when discretionary blending is financially unattractive, the demand for ethanol may be reduced.

Also, the demand for ethanol is

affected by the overall demand for transportation fuel.

Demand for transportation fuel is affected by the number of miles traveled

by consumers and the fuel economy of vehicles.

Market acceptance of E15 may partially offset the effects of decreases in transportation

A reduction in the demand for ethanol and ethanol co-products may depress the value of our products, erode our margins

and reduce our ability to generate revenue or to operate profitably.

Consumer acceptance of E15 and E85 fuels is needed before

ethanol can achieve any significant growth in market share relative to other transportation fuels.

United States ethanol industry is highly dependent upon certain federal and state legislation and regulation and any changes in

legislation or regulation could have a material adverse effect on our results of operations, cash flows and financial condition.

EPA has implemented the RFS pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007.

RFS program sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed

in the United States.

The domestic market for ethanol is significantly impacted by federal mandates under the RFS program for

volumes of renewable fuels (such as ethanol) required to be blended with gasoline.

Future demand for ethanol will be largely dependent

upon incentives to blend ethanol into motor fuels, including the price of ethanol relative to the price of gasoline, the relative

octane value of ethanol, constraints in the ability of vehicles to use higher ethanol blends, the RFS, and other applicable environmental

requirements.

Any significant increase in production capacity above the RFS minimum requirements may have an adverse impact on

ethanol prices.

an attempt to partially offset the effects of volatility of our product prices, in particular fuel-grade ethanol, and corn and

natural gas costs, we may enter into contracts to fix the price of a portion of our production or purchase a portion of our corn

or natural gas requirements on a forward basis.

In addition, we may engage in other hedging transactions involving exchange-traded

futures contracts for corn, natural gas and unleaded gasoline from time to time.

The financial statement impact of these activities

is dependent upon, among other things, the prices involved and our ability to sell sufficient products to use all of the corn

and natural gas for which forward commitments have been made.

Hedging arrangements also expose us to the risk of financial loss

in situations where the other party to the hedging contract defaults on its contract or, in the case of exchange-traded contracts,

where there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices

paid or received by us.

In addition, our open contract positions may require cash deposits to cover margin calls, negatively impacting

our liquidity.

As a result, our hedging activities and fluctuations in the price of corn, natural gas, fuel-grade ethanol and

unleaded gasoline may adversely affect our results of operations, financial condition and liquidity.

demand for fuel-grade ethanol is uncertain and may be affected by changes to federal mandates, public perception, consumer acceptance

and overall consumer demand for transportation fuel, any of which could negatively affect demand for fuel-grade ethanol and our

results of operations.

many trade groups, academics and governmental agencies have supported fuel-grade ethanol as a fuel additive that promotes a cleaner

environment, others have criticized fuel-grade ethanol production as consuming considerably more energy and emitting more greenhouse

gases than other biofuels and potentially depleting water resources.

Some studies have suggested that corn-based ethanol is less

efficient than ethanol produced from other feedstock and that it negatively impacts consumers by causing increased prices for

dairy, meat and other food generated from livestock that consume corn.

Additionally, critics of fuel-grade ethanol contend that

corn supplies are redirected from international food markets to domestic fuel markets.

If negative views of corn-based ethanol

production gain acceptance, support for existing measures promoting use and domestic production of corn-based ethanol could decline,

leading to reduction or repeal of federal mandates, which could adversely affect the demand for fuel-grade ethanol.

could also negatively impact public perception of the fuel-grade ethanol industry and acceptance of fuel-grade ethanol as an alternative

are limited markets for fuel-grade ethanol beyond those established by federal mandates.

Discretionary blending and E85 blending

are important secondary markets.

Discretionary blending is often determined by the price of fuel-grade ethanol versus the price

In periods when discretionary blending is financially unattractive, the demand for fuel-grade ethanol may be reduced.

Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation fuel.

Demand for transportation fuel

is affected by the number of miles traveled by consumers and the fuel economy of vehicles.

A reduction in the demand for fuel-grade

ethanol and co-products depress the value of our fuel-grade ethanol and related products, erode our overall margins and reduce

our ability to generate revenue or to operate profitably.

In addition, consumer acceptance of E15 and E85 fuels is needed before

fuel-grade ethanol can achieve any significant growth in market share relative to other transportation fuels.

United States fuel-grade ethanol industry is highly dependent upon certain federal and state legislation and regulation and any

changes in legislation or regulation could have a material adverse effect on our results of operations, cash flows and financial

Environmental Protection Agency, or EPA, has implemented the Renewable Fuel Standard, or RFS, pursuant to the Energy Policy Act

of 2005 and the Energy Independence and Security Act of 2007.

The RFS program sets annual quotas for the quantity of renewable

fuels (such as fuel-grade ethanol) that must be blended into motor fuels consumed in the United States.

The domestic market for

fuel-grade ethanol is significantly impacted by federal mandates under the RFS program for volumes of renewable fuels (such as

fuel-grade ethanol) required to be blended with gasoline.

Future demand for fuel-grade ethanol will be largely dependent upon

incentives to blend fuel-grade ethanol into motor fuels, including the price of fuel-grade ethanol relative to the price of gasoline,

the relative octane value of fuel-grade ethanol, constraints in the ability of vehicles to use higher fuel-grade ethanol blends,

the RFS, and other applicable environmental requirements.

Any significant increase in production capacity above the RFS minimum

requirements may have an adverse impact on fuel-grade ethanol prices.

aimed at reducing or limiting the renewable fuel use required by the RFS has been introduced in the United States Congress.

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fuel program, including the RFS.

Under current law, the RFS specifies the minimum volume of renewable fuel, such as ethanol, that

must be contained in gasoline sold in the United States, except in noncontiguous states or territories.

The RFS annually increases

until 2022 when a minimum of 36 billion gallons of renewable fuel must be blended into gasoline.

This bill decreases the volume

of renewable fuel that must be contained in gasoline to 7.5 billion gallons each year.

The bill also revises the RFS to eliminate

separate volume requirements for the following renewable fuel categories:

advanced biofuels, cellulosic biofuel, and biomass-based

Under current law, the RFS specifies the minimum volume of renewable fuel, such as fuel-grade

ethanol, that must be contained in gasoline sold in the United States, except in noncontiguous states or territories.

annually increases until 2022 when a minimum of 36 billion gallons of renewable fuel must be blended into gasoline.

decreases the volume of renewable fuel that must be contained in gasoline to 7.5 billion gallons each year.

The bill also revises

the RFS to eliminate separate volume requirements for the following renewable fuel categories:

advanced biofuels, cellulosic biofuel,

and biomass-based diesel.

The bill was referred to a congressional subcommittee where it awaits further consideration.

On May 7, 2019, the Food

and Fuel Consumer Protection Act of 2019 (H.R.

7, 2019, the Food and Fuel Consumer Protection Act of 2019 (H.R.

2540), was introduced in the House of Representatives.

The bill aims to prevent

RFS blending obligations from requiring ethanol to make up more than 9.7 percent of the total volume of gasoline projected to

be sold or introduced into commerce in the United States for a given calendar year.

The bill was referred to a congressional committee,

which will consider it before possibly sending the bill to the House of Representatives as a whole.

aims to prevent RFS blending obligations from requiring fuel-grade ethanol to make up more than 9.7 percent of the total volume

of gasoline projected to be sold or introduced into commerce in the United States for a given calendar year.

The bill was referred

to a congressional committee, which will consider it before possibly sending the bill to the House of Representatives as a whole.

On June 21, 2019, a bill (H.R.

3427) was introduced in the House of Representatives aiming to repeal the EPA’s Renewable Fuel Standard program, which requires

transportation fuel to contain a minimum volume of renewable fuel.

The bill was referred to a congressional committee, which will

consider it before possibly sending the bill to the House of Representatives as a whole.

On July 25, 2019, a bill (S.2298) was

introduced in the United States Senate, to amend the Clean Air Act to eliminate the corn ethanol mandate for renewable fuel.

bill was read twice and referred to the Committee on Environment and Public Works.

Our results of operations, cash flows and financial

condition could be adversely impacted if any legislation is enacted that reduces or limits the RFS volume requirements.

3427) was introduced in the House of Representatives aiming to repeal the EPA’s Renewable

Fuel Standard program, which requires transportation fuel to contain a minimum volume of renewable fuel.

The bill was referred

to a congressional committee, which will consider it before possibly sending the bill to the House of Representatives as a whole.

On July 25, 2019, a bill (S.2298) was introduced in the United States Senate, to amend the Clean Air Act to eliminate the corn

ethanol mandate for renewable fuel.

The bill was read twice and referred to the Committee on Environment and Public Works.

results of operations, cash flows and financial condition could be adversely impacted if any legislation is enacted that reduces

or limits the RFS volume requirements.

the provisions of the Clean Air Act, as amended by the Energy Independence and Security Act of 2007, the EPA has limited authority

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specified in the RFS.

ethanol production and marketing industry is extremely competitive.

Many of our significant competitors have greater production

and financial resources and one or more of these competitors could use their greater resources to gain market share at our expense.

ethanol production and marketing industry is extremely competitive.

Many of our significant competitors in the ethanol production

and marketing industry, including Archer-Daniels-Midland Company, POET, LLC, Green Plains, Inc.

and Valero Renewable Fuels Company,

LLC, have substantially greater production and/or financial resources.

As a result, our competitors may be able to compete more

aggressively and sustain that competition over a longer period of time.

Successful competition will require a continued high level

of investment in marketing and customer service and support.

Our limited resources relative to many significant competitors may

cause us to fail to anticipate or respond adequately to new developments and other competitive pressures.

This failure could reduce

our competitiveness and cause a decline in market share, sales and profitability.

Even if sufficient funds are available, we may

not be able to make the modifications and improvements necessary to compete successfully.

also face competition from international suppliers.

Currently, international suppliers produce ethanol primarily from sugar cane

and have cost structures that are generally substantially lower than our cost structures.

Any increase in domestic or foreign

competition could cause us to reduce our prices and take other steps to compete effectively, which could adversely affect our

business, financial condition and results of operations.

Our independent registered public accounting

firm’s report for the year ended December 31, 2019 includes an explanatory note describing a substantial doubt as to our

ability to continue as a going concern.

As a result of ethanol industry conditions

that negatively affected our business, our independent registered public accounting firm included in its report on our audited

consolidated financial statements as of and for the year ended December 31, 2019 an explanatory note describing a substantial

doubt as to our ability to continue as a going concern.

A “going concern”

opinion indicates that the financial statements

have been prepared assuming we will continue as a going concern, and do not include any adjustments to reflect the possible future

effects on the recoverability and classification of assets, or the amounts and classification of liabilities, that may result

if we do not continue as a going concern.

The presence of a going concern note to our financial statements may have an adverse

impact on our business relationships with third parties, and could make it more difficult for us to raise additional financing,

all of which could have a material adverse impact on our business and prospects.

industries in which we operate are extremely competitive.

Many of our significant competitors have greater production and financial

resources and any of them could use their greater resources to gain market share at our expense.

industries in which we operate are extremely competitive.

Many of our significant competitors have substantially greater production

and financial resources than we do.

As a result, our competitors may be able to compete more aggressively and sustain that competition

over a longer period of time.

Successful competition will require a continued high level of investment in production facility

Our limited resources relative to many significant competitors may cause us to fail to anticipate or respond adequately

to new developments and other competitive pressures.

This failure could reduce our competitiveness and cause a decline in market

share, sales and profitability.

Even if sufficient funds are available, we may not be able to make the modifications and improvements

necessary to compete successfully.

also face competition from international suppliers, many of whom have cost structures that are substantially lower than our cost

An increase in domestic or foreign competition could force us to reduce our prices and take other steps to compete

effectively, which could adversely affect our business, financial condition and results of operations.

ability to utilize net operating loss carryforwards and certain other tax attributes may be limited.

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by the Internal Revenue Service in the month of the ownership change or the two preceding months.

of December 31, 2019, of our $228.8 million of federal NOLs, we had $82.1 million of federal NOLs that are limited in their

annual use under Section 382 of the Code beyond 2019.

of December 31, 2019, of our $228.8 million of federal NOLs, we had $82.1 million of federal NOLs that are limited in their annual

use under Section 382 of the Code beyond 2019.

Accordingly, our ability to utilize these NOL carryforwards may be substantially

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on our business, financial condition and results of operations.

high concentration of our sales within the ethanol production and marketing industry could result in a significant reduction in

sales and negatively affect our profitability if demand for ethanol further declines.

sales are highly concentrated within the ethanol production and marketing industry.

An industry shift away from ethanol, or the

emergence of new competing products, may significantly reduce the demand for ethanol.

An ongoing or further downturn in the demand

for ethanol would likely materially and adversely affect our sales and profitability.

may be adversely affected by environmental, health and safety laws, regulations and liabilities .

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laws and regulations or permit conditions can result in substantial fines, natural resource damages, criminal sanctions, permit

revocations and/or facility shutdowns.

In addition, we have made, and expect to make, significant capital expenditures on an ongoing

basis to comply with increasingly stringent environmental laws, regulations and permits.

may be liable for the investigation and cleanup of environmental contamination at each of our plants and at off-site locations

revocations and/or distillery shutdowns.

In addition, we have made, and expect to make, significant capital expenditures on an

ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.

may be liable for the investigation and cleanup of environmental contamination at each of our distilleries and at off-site locations

where we arrange for the disposal of hazardous substances or wastes.

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Continued government and public emphasis on environmental issues

can be expected to result in increased future investments for environmental controls at our plants.

can be expected to result in increased future investments for environmental controls at our distilleries.

Present and future environmental

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a material adverse effect on our results of operations and financial condition.

we are unable to attract or retain key personnel, our ability to operate effectively may be impaired, which could have a material

adverse effect on our business, financial condition and results of operations.

ability to operate our business and implement strategies depends, in part, on the efforts of our executive officers and other

key personnel.

Our future success will depend on, among other factors, our ability to retain our current key personnel and attract

and retain qualified future key personnel, particularly executive management.

If we are unable to attract or retain key personnel,

our ability to operate effectively may be impaired, which could have a material adverse effect on our business, financial condition

and results of operations.

depend on a small number of customers for the majority of our sales.

A reduction in business from any of these customers could

cause a significant decline in our overall sales and profitability.

The majority of our sales are generated from

a small number of customers.

During 2019 and 2018, two customers accounted for an aggregate of approximately $336 million and

$367 million in net sales, representing 24% and 25% of our net sales, respectively, for those periods.

Our agreements with these

customers generally do not require them to purchase any specified volume or dollar value of ethanol or co-products, or to make

any purchases whatsoever.

Therefore, in any future period, our sales generated from these customers, individually or in the aggregate,

may not equal or exceed historical levels.

If sales to any of these customers cease or decline, we may be unable to replace these

sales with sales to either existing or new customers in a timely manner, or at all.

A cessation or reduction of sales to one or

more of these customers could cause a significant decline in our overall sales and profitability.

incur significant expenses to maintain and upgrade our operating equipment and plants, and any interruption in the operation of

our facilities may harm our operating performance.

regularly incur significant expenses to maintain and upgrade our equipment and facilities.

The machines and equipment we use to

produce our products are complex, have many parts and some are run on a continuous basis.

depend on a small number of customers for the majority of our fuel-grade ethanol sales.

A reduction in business from any of these

customers could cause a significant decline in our overall sales and profitability.

majority of our fuel-grade ethanol sales are generated from a small number of customers.

During 2019 and 2018, two customers accounted

for an aggregate of approximately $336 million and $367 million in net sales of our fuel-grade ethanol, representing 24% and 25%

of our total net sales, respectively, for those periods.

Our agreements with these customers generally do not require them to

purchase any specified volume or dollar value of fuel-grade ethanol, or to make any purchases whatsoever.

Therefore, in any future

period, our sales generated from these customers, individually or in the aggregate, may not equal or exceed historical levels.

If sales to any of these customers cease or decline, we may be unable to replace these sales with sales to either existing or

new customers in a timely manner, or at all.

A cessation or reduction of sales to one or more of these customers could cause a

significant decline in our overall sales and profitability.

incur significant expenses to maintain and upgrade our distilleries and operating equipment, and any interruption in our operations

would harm our operating performance.

regularly incur significant expenses to maintain and upgrade our distilleries and operating equipment.

The machines and equipment

we use to produce our products are complex, have many parts and some are run on a continuous basis.

We must perform routine maintenance

on our equipment and will have to periodically replace a variety of parts such as motors, pumps, pipes and electrical parts.

addition, our facilities require periodic shutdowns to perform major maintenance and upgrades.

These scheduled facility shutdowns

addition, our distilleries require periodic shutdowns to perform major maintenance and upgrades.

These scheduled distillery shutdowns

result in decreased sales and increased costs in the periods in which a shutdown occurs and could result in unexpected operational

issues in future periods as a result of changes to equipment and operational and mechanical processes made during the shutdown

lack of long-term ethanol orders and commitments by our customers could lead to a rapid decline in our sales and profitability.

cannot rely on long-term ethanol orders or commitments by our customers for protection from the negative financial effects of

a decline in the demand for ethanol or a decline in the demand for our marketing services.

The limited certainty of ethanol orders

can make it difficult for us to forecast our sales and allocate our resources in a manner consistent with our actual sales.

our expense levels are based in part on our expectations of future sales and, if our expectations regarding future sales are inaccurate,

we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.

Furthermore, because we depend on a small

number of customers for a significant portion of our sales, the ramifications of these risks are greater in magnitude than if

our sales were less concentrated.

As a result of our lack of long-term ethanol orders and commitments, we may experience a rapid

decline in our sales and profitability.

are limitations on our ability to receive distributions from our subsidiaries.

conduct most of our operations through subsidiaries and are dependent upon dividends or other intercompany transfers of funds

from our subsidiaries to generate free cash flow.

Moreover, some of our subsidiaries are limited in their ability to pay dividends

or make distributions, loans or advances to us by the terms of their financing arrangements.

At June 30, 2020, we had approximately

$204.4 million of net assets at our subsidiaries that were not available to be distributed in the form of dividends, distributions,

loans or advances due to restrictions contained in their financing arrangements.

lack of long-term orders for fuel-grade ethanol and commitments by our customers could lead to a rapid decline in our sales and

profitability.

cannot rely on long-term orders for fuel-grade ethanol or commitments by our customers for protection from the negative financial

effects of a decline in the demand for fuel-grade ethanol or a decline in the demand for our marketing services.

The limited certainty

of fuel-grade ethanol orders can make it difficult for us to forecast our sales and allocate our resources in a manner consistent

with our actual sales.

Moreover, our expense levels are based in part on our expectations of future sales and, if our expectations

regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.

because we depend on a small number of fuel-grade ethanol customers for a significant portion of our sales, the ramifications

of these risks are greater in magnitude than if our sales of fuel-grade ethanol were less concentrated.

As a result of our lack

of long-term orders for fuel-grade ethanol and customer commitments, we may experience a rapid decline in our sales and profitability.

independent registered public accounting firm’s report for the year ended December 31, 2019 includes an explanatory note

describing a substantial doubt as to our ability to continue as a going concern.

a result of fuel-grade ethanol industry conditions that negatively affected our business, our independent registered public accounting

firm included in its report on our audited consolidated financial statements as of and for the year ended December 31, 2019 an

explanatory note describing a substantial doubt as to our ability to continue as a going concern.

A “going concern”

opinion indicates that the financial statements have been prepared assuming we will continue as a going concern, and do not include

any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and

classification of liabilities, that may result if we do not continue as a going concern.

The presence of a going concern note

to our financial statements may have an adverse impact on our business relationships with third parties, and could make it more

difficult for us to raise additional financing, all of which could have a material adverse impact on our business and prospects.

Related to Ownership of our Common Stock

conversion of convertible securities and the exercise of outstanding options and warrants to purchase our common stock could substantially

dilute your investment, impede our ability to obtain additional financing and cause us to incur additional expenses.

Our Series B Preferred Stock,

which are convertible into our common stock, and outstanding options to acquire our common stock issued to employees, directors

and others, and warrants to purchase our common stock, allow the holders of these securities an opportunity to profit from a rise

in the market price of our common stock such that conversion or exercise of the securities will result in dilution of the equity

interests of our common stockholders.

The terms on which we may obtain additional financing may be adversely affected by the existence

and potentially dilutive impact of our Series B Preferred Stock, options and warrants.

In addition, holders of our Series B Preferred

Stock and warrants have registration rights with respect to the common stock underlying those Series B Preferred Stock and warrants,

the registration of which may involve substantial expense.

market price of our common stock and the value of your investment could substantially decline if shares of our Series B Preferred

Stock are converted into shares of our common stock and if our options and warrants are exercised for shares of our common stock

and all of these shares of common stock are resold into the market, or if a perception exists that a substantial number of shares

of common stock will be issued upon conversion of our Series B Preferred Stock or upon exercise of our warrants or options and

then resold into the market.

Sales of a substantial number

of shares of common stock issued upon conversion of our Series B Preferred Stock and upon exercise of our options and warrants,

or even the perception that these sales could occur, could adversely affect the market price of our common stock.

you could experience a substantial decline in the value of your investment as a result of both the actual and potential conversion

of our outstanding shares of Series B Preferred Stock and exercise of our outstanding options or warrants.

sales of substantial amounts of our common stock could adversely affect the market price of our common stock.

sales of substantial amounts of our common stock, or securities convertible or exchangeable into shares of our common stock, into

the public market, including shares of our common stock issued upon exercise of options and warrants, or perceptions that those

sales could occur, could adversely affect the prevailing market price of our common stock and our ability to raise capital in

stock price is highly volatile, which could result in substantial losses for investors purchasing shares of our common stock and

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are beyond our control:

ability to continue as a going concern;

● actions taken by our lenders;

ability to effectively transition from a predominantly fuel-grade ethanol company to

a company focused on the production and sale of specialty alcohols and essential ingredients;

● fluctuations

in the market prices of our products;

cost of key production inputs, including corn and natural gas;

volume and timing of the receipt of orders from major customers;

● fluctuations

in the costs of key production input commodities such as corn and natural gas;

volume and timing of the receipt of orders for our products from major customers;

● competitive

pricing pressures;

ability to timely and cost-effectively produce, sell and deliver our products;

announcement, introduction and market acceptance of alternatives to our products;

● anticipated

trends in our financial condition and results of operations;

in market valuations of companies similar to us;

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developments or increased enforcement;

● fluctuations

in our quarterly or annual operating results;

or departures of key personnel;

timing and results of our strategic initiatives;

inability to obtain financing;

financing activities and future sales of our common stock or other securities, as well as stockholder dilution;

ability to obtain any necessary financing;

financing activities and future sales of our common stock or other securities;

ability to maintain contracts that are critical to our operations.

for ethanol could also be adversely affected by a slow-down in overall demand for oxygenate and gasoline additive products.

levels of our ethanol production and purchases for resale will be based upon forecasted demand.

Accordingly, any inaccuracy in

forecasting anticipated revenues and expenses could adversely affect our business.

The failure to receive anticipated orders or

to complete delivery in any quarterly period could adversely affect our results of operations for that period.

Quarterly and annual

results are not necessarily indicative of future performance for any particular period, and we may not experience revenue growth

or profitability on a quarterly or an annual basis.

for fuel-grade ethanol could be adversely affected by a slow-down in the overall demand for oxygenate and gasoline additive products.

The levels of our fuel-grade ethanol production and purchases for resale will be based upon forecasted demand.

Accordingly, any

inaccuracy in forecasting anticipated revenues and expenses could adversely affect our business.

The failure to receive anticipated

orders or to complete delivery in any quarterly period could adversely affect our results of operations for that period.

and annual results are not necessarily indicative of future performance for any particular period, and we may not experience revenue

growth or profitability on a quarterly or an annual basis.

price at which you purchase shares of our common stock may not be indicative of the price that will prevail in the trading market.

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of the risks described above could have a material adverse effect on our results of operations, the price of our common stock,

we do not intend to pay any cash dividends on our shares of common stock in the near future, our stockholders will not be able

to receive a return on their shares unless and until they sell them.

intend to retain a significant portion of any future earnings to finance the development, operation and expansion of our business.

We do not anticipate paying any cash dividends on our common stock in the near future.

The declaration, payment, and amount of

any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results

of operations, cash flows, and financial condition, operating and capital requirements, and other factors as our board of directors

considers relevant.

There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance

with respect to the amount of any such dividend.

Unless our board of directors determines to pay dividends, our stockholders will

be required to look to appreciation of our common stock to realize a gain on their investment.

There can be no assurance that

this appreciation will occur.

bylaws contain an exclusive forum provision, which could limit our stockholders’

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors