Item 1A. Risk Factors
Item 1A. Risk Factors
Our risk factors are disclosed in Part I, Item 1A of our Annual Report
on Form 10-K, filed with the SEC on April 15, 2025. There have been no material changes during the three months ended March 31, 2025 from
or updates to the risk factors discussed in Part I, Item 1A, Risk Factors, of our Annual Report, except as set forth below.
The risk factor titled “ Our potential insolvency, inability
to pay our debt or bankruptcy would have a material adverse effect on our business, financial condition, results of operations, cash flow,
cash available for distribution as well as our ability to service our debt obligations, and could result in our inability to continue
as a going concern” is amended and restated as follows:
Our potential insolvency, inability to
pay our debt or bankruptcy would have a material adverse effect on our business, financial condition, results of operations, cash flow,
cash available for distribution as well as our ability to service our debt obligations, and could result in our inability to continue
as a going concern.
If we were to default on our debt obligations,
it would likely cause a significant or complete reduction in the operating cash flow generated by our product sales. As of the three months
ended March 31, 2025 the amount we owe on outstanding Notes exceed the amount of cash on hand and consequently, unless we are able to
raise funds to pay off the Notes, generate sufficient cash to pay off the Notes or extend and amend the maturity dates the Company is
at substantial risk that the noteholders could assert rights against the Company. There can be no assurance that we would be able to avoid
insolvency or to make timely payments on our debt or payments to our suppliers. If we were to default, we may incur substantial costs,
that could have a severe adverse effect on our business, financial condition, results of operations and cash flow, and we might take actions
to respond to any default including the curtailment or reduction in operations, the sale of assets of the Company, or seeking protection
from creditors under bankruptcy or insolvency laws.
The risk factor titled “ We have a limited operating history
which makes it difficult to evaluate our business and prospects ” is amended and restated as follows:
We have a limited operating history which
makes it difficult to evaluate our business and prospects.
We have a limited operating history, which makes it difficult to evaluate
our business and prospects to forecast our future results. We were founded in 2019. Although we have experienced substantial revenue growth
on an annual basis, we have incurred losses since inception. As of March 31, 2025, we had cash-on-hand of $0.19 million and a negative
working capital of $25.30 million USD. We are actively exploring additional financing options to strengthen liquidity; however, there
can be no assurance that such funding will be available on favorable terms or at all. There can be no assurance that revenue growth will
continue in the future. In addition, we may experience substantial fluctuations in operating results in the future caused by various factors,
including:
● general economic conditions;
● specific economic conditions in the food and agriculture
industry;
● the impact of inflation and rising interest rates across
the economy, including higher food, grocery, raw materials, transportation, energy, labor and fuel costs;
● increases in the price of raw materials, labor, wages or
other inputs that our suppliers use in manufacturing and supplying products, along with logistics, transportation, shipping and other
related costs, may lead to higher production and shipping costs for our products. Any increase in the cost of inputs to our production
could lead to higher costs for products in retail channels and could negatively impact our operating results and future profitability;
● the introduction of new products by us or our competitors;
and
● the mix of products sold and the mix of channels through
which those products are sold.
35
As a strategic response to a changing competitive environment, we may
elect from time to time to make, among other things, certain pricing, product, or marketing decisions, and any such decisions could have
a material adverse effect on our periodic results of operations, including revenue and profits from quarter to quarter.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.