73 unchanged sentences
in our traditional sustainable seafood business and our primary competitors
−Removed: in our RAS business are Aquabounty, Atlantic Sapphire, Aquacon, Nordic Aquafarms, Whole Oceans, West Coast Salmon and Pure Salmon.
−Removed: of our competitors have the benefit of marketing their products under brand names that have better market recognition than ours or have
−Removed: stronger marketing and distribution channels than we do.
−Removed: Increased competition as to any of our products could result in price reduction,
−Removed: reduced margins and loss of market share, which could negatively affect our profitability.
−Removed: An increase in imported products in the United
−Removed: States at low prices could also negatively affect our profitability.
+Added: in our RAS business are Atlantic Sapphire, Nordic Aquafarms, Whole Oceans, Kuterra and Pure Salmon.
+Added: Some of our competitors have the
+Added: benefit of marketing their products under brand names that have better market recognition than ours or have stronger marketing and distribution
+Added: channels than we do.
+Added: Increased competition as to any of our products could result in price reduction, reduced margins and loss of market
+Added: share, which could negatively affect our profitability.
+Added: An increase in imported products in the United States at low prices could also
+Added: negatively affect our profitability.
+Added: are devoting some of our financial and management resources to our Fisheries and Oceans Canada – Freshwater / Land-based Aquaculture
+Added: License litigation, and if we are unsuccessful in this lawsuit, our financial condition may be adversely affected.
+Added: we are devoting certain time, effort and financial resources to our lawsuit regarding the Fisheries and Oceans Canada – Freshwater
+Added: / Land-based Aquaculture License.
+Added: The License is required to operate the aquaculture farm, including the transfer of eggs and fingerlings
+Added: to its facilities.
+Added: In the event we are not awarded control of the License, this could diminish the value of our brand, adversely affect
+Added: our ability to operate and maintain our services, and our business could be harmed.
+Added: Even if we prevail, the litigation may be time-consuming and expensive,
+Added: diverting management’s attention from core business operations and potentially causing delays in expansion plans or regulatory approvals.
+Added: There can be no assurance regarding the outcome of this litigation or its potential impact on our business, financial condition, and results
+Added: of operations.
insurance coverage may be inadequate to cover losses we may incur or to fully replace a significant loss of assets.
118 unchanged sentences
and adversely affected and we may be unable to continue as a going concern.
+Added: face risks related to the current global economic environment which could harm our business, financial condition and results of operations.
+Added: state of the global economy continues to be uncertain.
+Added: The current global economic conditions and uncertain credit markets, concerns
+Added: regarding the availability of credit pose a risk that could impact our international relationships, as well as our ability to manage
+Added: normal commercial relationships with our customers, suppliers and creditors, including financial institutions.
+Added: Global trade issues and
+Added: the impositions of tariffs could also have an adverse effect on our international business activities.
+Added: If the current global economic
+Added: environment deteriorates, our business could be negatively affected.
may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand
our operations.
−Removed: our available cash balances, net proceeds from an offering and anticipated cash flow from operations are insufficient to satisfy our
−Removed: liquidity requirements including because of lower demand for our products or due to other risks described herein, we may seek to sell
−Removed: common stock or preferred stock or convertible debt securities, enter into an additional credit facility or another form of third-party
−Removed: funding or seek other debt financing.
may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing
opportunities or for other reasons, including to:
−Removed: our sales and marketing efforts and address competitive developments;
−Removed: for supply and inventory costs;
−Removed: development and marketing efforts of any future products or additional features to then-current products;
−Removed: license or invest in new technologies;
−Removed: or invest in complementary businesses or assets;
−Removed: capital expenditures and general and administrative expenses
+Added: sales and marketing efforts and address competitive developments;
+Added: provide for supply and
+Added: inventory costs;
+Added: fund development and marketing
+Added: efforts of any future products or additional features to then-current products;
+Added: acquire, license or invest
+Added: in new technologies;
+Added: acquire or invest in complementary
+Added: businesses or assets;
+Added: finance capital expenditures
+Added: and general and administrative expenses
present and future funding requirements will depend on many factors, including:
−Removed: ability to achieve revenue growth and improve gross margins;
−Removed: cost of expanding our operations and offerings, including our sales and marketing efforts;
−Removed: effect of competing market developments;
−Removed: related to international expansion.
+Added: to achieve revenue growth and improve gross margins;
+Added: the cost of expanding our
+Added: operations and offerings, including our sales and marketing efforts;
+Added: the effect of competing
+Added: market developments;
+Added: costs related to international
various ways we could raise additional capital carry potential risks.
9 unchanged sentences
to relinquish significant rights or grant licenses on terms that are not favorable to us.
−Removed: incur significant costs as a result of operating as a public company and our management devotes substantial time to public company compliance.
−Removed: a public company, we incur significant legal, accounting and other expenses due to our compliance with regulations and disclosure obligations
−Removed: applicable to us, including compliance with the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the
−Removed: Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as well as rules implemented by the SEC,
−Removed: and the OTC Markets.
−Removed: Stockholder activism, the current political environment and the current high level of government intervention and
−Removed: regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and
−Removed: impact, in ways we cannot currently anticipate, the manner in which we operate our business.
−Removed: Our management and other personnel devote
−Removed: a substantial amount of time to monitoring of and compliance with, public company reporting obligations.
−Removed: These rules and regulations
−Removed: cause us to incur significant legal and financial compliance costs and make some activities more time consuming and costly.
−Removed: comply with the requirements of being a public company, we may need to undertake various actions, including implementing internal controls
−Removed: and procedures.
−Removed: The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over
−Removed: financial reporting.
−Removed: We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure
−Removed: that information disclosed to the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules
−Removed: Any failure to develop or maintain effective controls could harm our operating results, cause us to fail to meet our reporting
−Removed: obligations or result in a restatement of prior period financial statements.
−Removed: In the event that we are not able to demonstrate compliance
−Removed: with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce
−Removed: timely or accurate financial statements, investors may lose confidence in our operating results and the price of our common stock could
−Removed: In addition, if we are unable to continue to meet these requirements, our common stock may not be able to continue to meet the
−Removed: eligibility requirements for the NASDAQ Stock Market.
−Removed: independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over
−Removed: financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following
−Removed: the date we are no longer an “emerging growth company” as defined in the JOBS Act depending on whether we choose to rely
−Removed: on certain exemptions set forth in the JOBS Act.
−Removed: If we are unable to assert that our internal control over financial reporting is effective,
−Removed: or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control
−Removed: over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could harm
−Removed: our business.
Related to Administrative, Organizational and Commercial Operations and Growth
42 unchanged sentences
international business operations are subject to a variety of risks, including:
−Removed: with managing foreign and geographically dispersed operations;
+Added: difficulties with managing
+Added: foreign and geographically dispersed operations;
to comply with various U.S.
−Removed: and international laws, including export control laws and the FCPA, and anti-money laundering laws;
−Removed: in uncertainties relating to foreign rules and regulations;
+Added: and international laws, including export control laws and the FCPA, and anti-money laundering
+Added: changes in uncertainties
+Added: relating to foreign rules and regulations;
export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import
−Removed: on our ability to enter into cost-effective arrangements with distributors, or at all;
−Removed: in foreign currency exchange rates;
−Removed: of limitations on production, sale or export in foreign countries;
−Removed: of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;
−Removed: of differing labor laws and standards;
−Removed: political or social instability in foreign countries and regions;
−Removed: inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed by government
+Added: limitations on our ability
+Added: to enter into cost-effective arrangements with distributors, or at all;
+Added: fluctuations in foreign
+Added: currency exchange rates;
+Added: imposition of limitations
+Added: on production, sale or export in foreign countries;
+Added: of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint
+Added: imposition of differing
+Added: labor laws and standards;
+Added: economic, political or
+Added: social instability in foreign countries and regions;
+Added: inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed by
+Added: government action;
of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;
−Removed: in recruiting and retaining personnel, and managing international operations.
+Added: difficulties in recruiting
+Added: and retaining personnel, and managing international operations;
+Added: less developed infrastructure;
+Added: and impositions on operations as a result of the COVID-19 pandemic.
we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful.
6 unchanged sentences
We pay certain of our suppliers in a foreign currency
+Added: and we may pay others in the future in foreign currency.
As a result, an increase in the value of the U.S.
−Removed: dollar relative to foreign currencies could require us to reduce our selling price
−Removed: or risk making our product less competitive in international markets or our costs could increase.
−Removed: Also, if our international sales increase,
−Removed: we may enter into a greater number of transactions denominated in non-U.S.
−Removed: dollars, which could expose us to foreign currency risks,
−Removed: including changes in currency exchange rates.
+Added: dollar relative to foreign
+Added: currencies could require us to reduce our selling price or risk making our product less competitive in international markets or our costs
+Added: could increase.
+Added: Also, if our international sales increase, we may enter into a greater number of transactions denominated in non-U.S.
+Added: dollars, which could expose us to foreign currency risks, including changes in currency exchange rates.
larger portion of our revenues may be denominated in other foreign currencies if we expand our international operations.
36 unchanged sentences
depend could harm our business.
−Removed: operation of our planned digital banking platform may subject us to costs and risks associated with various laws and regulations, including
−Removed: those relating to data privacy, security and protection.
−Removed: Developments in these and other laws and regulations could harm our business,
−Removed: financial condition or results of operations.
operations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyond our
45 unchanged sentences
may damage our ability to rely on such technologies.
−Removed: In addition, we cannot fully avoid the risks of intellectual property rights infringement
−Removed: created by suppliers of components used in our products or by companies we work with in cooperative research and development activities.
−Removed: Our current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our
−Removed: The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings
−Removed: can be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management.
+Added: In addition, although we endeavor to ensure that companies that work with us possess
+Added: appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created
+Added: by suppliers of components used in our products or by companies we work with in cooperative research and development activities.
+Added: current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products.
+Added: The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can
+Added: be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management.
These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential
66 unchanged sentences
with applicable requirements could harm our business.
−Removed: FDA and other government agencies, among other things, with respect to our products and operations regulate the design, development and
+Added: FDA and other government agencies regulate, among other things, with respect to our products and operations:
+Added: design, development and
manufacturing;
−Removed: testing, labeling, content and language of instructions for use and storage;
+Added: testing, labeling, content
+Added: and language of instructions for use and storage;
product safety;
marketing, sales and distribution;
−Removed: recordkeeping procedures;
+Added: record keeping procedures;
advertising and promotion;
−Removed: recalls and corrective actions;
−Removed: and product import and export.
+Added: recalls and corrective
+Added: product import and export.
regulations to which we are subject are complex and have tended to become more stringent over time.
2 unchanged sentences
failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such
−Removed: as waning letters;
+Added: warning letters;
civil penalties;
termination of distribution;
−Removed: recalls or seizures of products;
+Added: recalls or seizures of
delays in the introduction
−Removed: o products into the market;
−Removed: and total or partial suspension of production.
+Added: of products into the market;
+Added: total or partial suspension
+Added: of production.
may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could
5 unchanged sentences
to our employees.
−Removed: Any of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation,
−Removed: business, financial condition and results of operations.
+Added: of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial
+Added: condition and results of operations.
liability claims could divert management’s attention from our business, be expensive to defend and result in sizeable damage awards
against us that may not be covered by insurance.
+Added: Unavailability
+Added: of materials or higher costs could adversely affect our financial results.
+Added: We depend on domestic and international suppliers.
+Added: Our reliance on third-party suppliers creates risks related to our potential inability
+Added: to obtain crab meat or related products and reduce control over pricing and timing of delivery of our products.
+Added: Although we may implement
+Added: agreements with strategic suppliers to mitigate the risk of supply continuity, disruptions remain possible.
+Added: Additionally, if our suppliers
+Added: do not allocate sufficient production, they may decommit from agreed supply levels, or inaccurately forecast demand, we may face reduced
+Added: access what we need.
+Added: As the scale of our products increases, we need to accurately forecast, purchase based on our demand.
+Added: unable to accurately match the timing and quantities of purchases to our actual needs, we may incur costs related to unexpected disruption
+Added: which may harm our business prospects and financial condition.
+Added: significant tariffs or other restrictions continue to be placed on foreign imports by the United States, our sales and results of operations
+Added: may be harmed.
+Added: For example, ongoing trade tensions between the United States and China have led to a series of significant tariffs on
+Added: the importation of certain product categories into the United States over recent years.
+Added: In retaliation for these tariffs, China has recently
+Added: placed restrictions on the export of certain raw materials.
+Added: Further, President Trump has proposed significantly increased tariffs on
+Added: foreign imports into the United States, particularly from China, Mexico and Canada.
+Added: Such tariffs could have a significant impact on our
+Added: business, particularly the importation of products used in our business, or could result in our products exported from the United States
+Added: being subject to retaliatory tariffs imposed by other countries.
+Added: We also source certain materials from foreign countries, as do some
+Added: of our suppliers.
+Added: The implementation of tariffs and trade restrictions as well as changes in trade policies between the United States
+Added: and such foreign countries could lead to increases in our supply costs and make it more difficult to obtain suppliers and may have an
+Added: adverse effect on our supply chain from a cost and sourcing perspective.
+Added: If we attempt to renegotiate prices with suppliers or diversify
+Added: our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective.
+Added: We might also consider increasing
+Added: prices to the end consumer;
+Added: however, this could reduce the competitiveness of our products and adversely affect net sales.
+Added: to manage these dynamics successfully, gross margins and profitability could be adversely affected.
+Added: Increased tariffs or trade restrictions
+Added: implemented by the United States could have a material adverse effect on our business prospects, operating results and financial condition.
Relating to Our Common Stock
1 unchanged sentence
that could cause volatility in the market price of our Common Stock include:
−Removed: or anticipated fluctuations in our financial condition and operating results;
−Removed: or anticipated changes in our growth rate relative to our competitors;
−Removed: success and market acceptance of our products;
−Removed: of our competitors in commercializing products;
−Removed: transactions undertaken by us;
−Removed: or departures of key personnel;
−Removed: liability claims;
−Removed: concerning our intellectual property or other proprietary rights;
−Removed: or foreign regulatory actions affecting us or our industry;
−Removed: of our common stock by our officers, directors or significant stockholders;
−Removed: sales or issuances of equity or debt securities by us;
−Removed: disruptions caused by natural disasters;
−Removed: of new or changed securities analysts’ reports or recommendations regarding us.
−Removed: broad market fluctuations in the stock markets may negatively impact the price or liquidity of our common stock.
+Added: actual or anticipated
+Added: fluctuations in our financial condition and operating results;
+Added: actual or anticipated changes
+Added: in our growth rate relative to our competitors;
+Added: commercial success and
+Added: market acceptance of our products;
+Added: success of our competitors
+Added: in commercializing products;
+Added: strategic transactions
+Added: undertaken by us;
+Added: additions or departures
+Added: of key personnel;
+Added: product liability claims;
+Added: prevailing economic conditions;
+Added: disputes concerning our
+Added: intellectual property or other proprietary rights;
+Added: or foreign regulatory
+Added: actions affecting us or our industry;
+Added: sales of our Common Stock
+Added: by our officers, directors or significant stockholders;
+Added: future sales or issuances
+Added: of equity or debt securities by us;
+Added: business disruptions caused
+Added: by natural disasters;
+Added: issuance of new or changed
+Added: securities analysts’ reports or recommendations regarding us.
+Added: addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance
+Added: of the issuer.
+Added: These broad market fluctuations may negatively impact the price or liquidity of our Common Stock.
In the past, when the
21 unchanged sentences
paid for your stock.
+Added: on the OTCQB Market is volatile and sporadic, which could depress the market price of our Common Stock and make it difficult for the
+Added: holders to resell their Common Stock.
+Added: the end of 2024, the Common Stock of the Company was quoted on the OTC Pink Market.
+Added: Trading in securities quoted on the OTC Pink Market
+Added: is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with
+Added: our operations or business prospects.
+Added: This volatility could depress the market price of the Common Stock for reasons unrelated to operating
+Added: Moreover, the OTC Pink Market is not a stock exchange, and trading of securities on the OTC Pink Market is often more sporadic
+Added: than the trading of securities listed on Nasdaq.
+Added: These factors may result in shareholders having difficulty reselling any Common Stock.
+Added: Common Stock began trading on the OTCQB in February 2025.
+Added: The OTCQB market is not a national securities exchange and does not provide
+Added: the benefits to stockholders which a national exchange provides.
+Added: Furthermore, according to the OTC Markets website, the OTCQB “is
+Added: for early-stage and developing U.S.
+Added: and international companies.
+Added: To be eligible, companies must be current in their reporting and undergo
+Added: an annual verification and management certification process.
+Added: Companies must meet $0.01 bid test and may not be in bankruptcy.”
+Added: There is a still limited trading market for our Common Stock.
+Added: Accordingly, there can be no assurance as to the liquidity of any market
+Added: that may develop for our Common Stock.
may have broad discretion as to the use of the proceeds from offerings of its securities and may not use the proceeds effectively .
2 unchanged sentences
Management may use net proceeds for corporate purposes that may not improve the Company’s financial condition or market
−Removed: we fail to comply with the NASDAQ Capital Market listing requirements, we will be subject to potential delisting from the NASDAQ Capital
−Removed: common stock is currently traded on the NASDAQ Capital Market under the symbol “BSFC.” However, if we fail to comply with NASDAQ’s
−Removed: rules for continued listing, including, minimum market capitalization, bid price and other requirements, NASDAQ may take steps
−Removed: to delist our shares.
−Removed: Failure to maintain our listing, or de-listing from NASDAQ, would make it more difficult for shareholders to sell
−Removed: our common stock and more difficult to obtain accurate price quotations on our common stock.
−Removed: This could have an adverse effect on the
−Removed: price of our common stock.
−Removed: Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any
−Removed: financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities
−Removed: Additionally, loan or other agreements, may contain covenants to maintain the listing of our common stock on NASDAQ.
−Removed: failure to maintain such listing may constitute a default under such agreements.
−Removed: are not in compliance with the NASDAQ Capital Market $1.00 minimum bid price requirement and the $2,500,000 stockholder’s
−Removed: equity minimum requirement which could result in delisting and adversely affect the market price and liquidity of our common
−Removed: September 26, 202 3 , we received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”)
−Removed: notifying the Company that, based upon the closing bid price of the Company’s common stock for the
−Removed: last 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of
−Removed: $1.00 per share for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(a)(2) (the “Minimum
−Removed: Bid Requirement”).
−Removed: were provided a compliance period of 180 calendar days, or until March 25, 2024, to regain compliance with NASDAQ Listing Rule 5550(a)(2).
−Removed: If at any time before March 25, 2024, the closing bid price of our common stock closes at or above $1.00 per share for a minimum of ten
−Removed: consecutive business days, NASDAQ will provide written notification that the Company has achieved compliance with the Minimum Bid Requirement
−Removed: and the matter would be resolved.
−Removed: On March 26, 2024, we received a letter from NASDAQ stating the Company had not regained compliance
−Removed: with the Minimum Bid Requirement and is not eligible for a second 180-day period because it is not in compliance with NASDAQ’s $5,000,000 minimum stockholders’ equity initial listing
−Removed: The Company intends to present a written compliance plan to the NASDAQ
−Removed: hearings panel by April 2, 2024 (which will stay further action by NASDAQ until the Panel’s final determination) for its consideration
−Removed: of continued listing of the Company’s common stock on the NASDAQ Capital Market.
−Removed: Company was notified on November 27, 2023 by NASDAQ that it no longer complied with the minimum $2,500,000 stockholders’ equity
−Removed: required for continued listing on NASDAQ.
−Removed: The Company is subject to a Mandatory Panel Monitor for a period of one year, or until October
−Removed: On December 4, 2023, the Company was granted a hearing with NASDAQ’s hearings panel, which was scheduled for March 5,
−Removed: On March 22, 2024, the NASDAQ hearings panel notified the Company that it had granted the request of the Company to continue its
−Removed: listing on NASDAQ until May 15, 2024, subject to on or before April 1, 2024, the Company filing its Form 10-K for the year ended December
−Removed: 31, 2023, and filing its Form 10-Q for the quarter ended March 31, 2024 by May 15, 2024.
−Removed: our common stock were to be delisted from The NASDAQ Capital Market , trading of our
−Removed: common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted
−Removed: securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in our listing market may limit our
−Removed: ability to make a market in our common stock and may impact purchases or sales of our securities.
Common Stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.
40 unchanged sentences
expect our operating results to be subject to fluctuations.
−Removed: Our operating results will be affected by numerous factors, including variations
−Removed: in the level of expenses related to future development plans;
−Removed: fluctuations in value of the underlying commodity;
−Removed: inability to procure
−Removed: sufficient quantities to meet demand due to the scarcity of the product available from its suppliers;
−Removed: level of underlying demand for
−Removed: our products and any other products we sell;
−Removed: any intellectual property infringement lawsuit or opposition, interference or cancellation
−Removed: proceeding in which we may become involved and regulatory developments affecting us or our competitors.
+Added: Our operating results will be affected by numerous factors, including:
+Added: variations in the level
+Added: of expenses related to future development plans;
+Added: fluctuations in value of
+Added: the underlying commodity;
+Added: to procure sufficient quantities to meet demand due to the scarcity of the product available from its suppliers;
+Added: level of underlying demand
+Added: for our products and any other products we sell;
+Added: intellectual property infringement lawsuit or opposition, interference or cancellation proceeding in which we
+Added: become involved;
+Added: regulatory developments
+Added: affecting us or our competitors;
+Added: the continuing effects
+Added: of the COVID-19 pandemic.
our operating results for a particular period fall below the expectations of investors or securities analysts, the price of our Common
4 unchanged sentences
meaningful and should not be relied upon as an indication of our future performance.
−Removed: we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not
−Removed: be able to attract the attention of research analysts at major brokerage firms.
−Removed: we did not become a reporting company by conducting an underwritten initial public offering of our common stock, and because we will
−Removed: not be listed on a national securities exchange, securities analysts of brokerage firms may not provide coverage of our Company.
−Removed: investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we became a public reporting
−Removed: company by means of an underwritten initial public offering, because they may be less familiar with our company as a result of more limited
−Removed: coverage by analysts and the media, and because we became public at an early stage in our development.
−Removed: The failure to receive research
−Removed: coverage or support in the market for our shares will have an adverse effect on our ability to develop a liquid market for our common
−Removed: the Merger was a reverse merger, certain SEC rules may be more restrictive.
−Removed: risks may exist as a result of our becoming a public reporting company through a “reverse merger”.
−Removed: Certain SEC rules are
−Removed: more restrictive when applied to reverse merger companies, such as the ability of stockholders to re-sell their shares of Common Stock
−Removed: pursuant to Rule 144.
−Removed: Historically,
−Removed: the SEC has taken the position that Rule 144 under the Securities Act is not available for the resale of securities initially issued
−Removed: by companies that are, or previously were, blank check companies, to their promoters or affiliates despite technical compliance with
−Removed: the requirements of Rule 144.
−Removed: The SEC has codified and expanded this position in its amendments effective on February 15, 2008, which
−Removed: applies to securities acquired both before and after that date by prohibiting the use of Rule 144 for resale of securities issued by
−Removed: shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company.
−Removed: The SEC has provided an important exception to this prohibition, however, if the following conditions are met:
−Removed: issuer of the securities that was formerly a shell company has ceased to be a shell company;
−Removed: issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
−Removed: issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
−Removed: 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;
−Removed: least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
−Removed: as an entity that is not a shell company.
−Removed: addition, for proposed sales under Rule 144, there must be adequate current information about the issuing company publicly available
−Removed: before the sale can be made.
−Removed: For reporting companies, this generally means that the companies have complied with the periodic reporting
−Removed: requirements of the Exchange Act.
−Removed: As such, due to the fact that we were a shell company until the effective time of the reverse merger,
−Removed: holders of “restricted securities” within the meaning of Rule 144 will be subject to the above conditions.
of stock to fund our operations may dilute your investment and reduce your equity interest.
37 unchanged sentences
capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
−Removed: could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.
−Removed: convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely
−Removed: file SEC reports.
−Removed: In the event we fail to timely file our SEC reports in the future, or any other events of defaults occur under the
−Removed: notes, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward
−Removed: significantly, all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment
−Removed: in the Company to decline in value or become worthless.
−Removed: of our outstanding convertible promissory notes include favored nations rights which if triggered could result in, among other
−Removed: things, favorable treatment to such noteholders and dilution to existing shareholders.
−Removed: of our outstanding convertible promissory notes include provisions which provide that, so long as such notes are outstanding, the Company
−Removed: shall not enter into any public or private offering of its securities (including securities convertible into shares of our common stock)
−Removed: with any individual or entity that has the effect of establishing rights or otherwise benefiting such other investor in a manner more
−Removed: favorable in any material respect to such other investor than the rights and benefits established in favor of the holder of our convertible
−Removed: notes unless, in any such case, the holder has been provided with such rights and benefits pursuant to a definitive written agreement
−Removed: or agreements between the Company and the holder.
−Removed: Such favored nations provisions could be triggered in the future and could materially
−Removed: change the terms of the notes.
−Removed: In the event any favored nations provisions of the notes are triggered, it may cause the terms of such
−Removed: notes to be materially amended in favor of the holders thereof, cause significant dilution to existing shareholders, and otherwise have
−Removed: a material adverse effect on the Company.
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.