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However, these tariffs have not ultimately had a material adverse effect on our results due to the implementation of various mitigation efforts in conjunction with our supply chain and end market partners.
−Removed: Risk Factors Related to the Oil and Gas Industry
−Removed: Oil and gas price fluctuations in the market may adversely affect the results of our operations.
−Removed: Our profitability, cash flows and the carrying value of our oil and natural gas properties are highly dependent upon the market prices of oil and natural gas.
−Removed: A significant portion of our sales of oil and natural gas, if any, are made in the spot market, or pursuant to contracts based on spot market prices, and not pursuant to long-term, fixed-price contracts.
−Removed: Accordingly, the prices received for our oil and natural gas production are dependent upon numerous factors beyond our control.
−Removed: These factors include the level of consumer product demand, governmental regulations and taxes, the price and availability of alternative fuels, the level of foreign imports of oil and natural gas and the overall economic environment.
−Removed: Historically, the oil and natural gas markets have proven cyclical and volatile as a result of factors that are beyond our control.
−Removed: Any additional declines in oil and natural gas prices or any other unfavorable market conditions could have a material adverse effect on our financial condition.
−Removed: Actual quantities of recoverable oil and gas reserves and future cash flows from those reserves most likely will vary from our estimates.
−Removed: Estimating accumulations of oil and gas is complex.
−Removed: The process relies on interpretations of available geological, geophysical, engineering and production data.
−Removed: The extent, quality and reliability of this data can vary.
−Removed: The process also requires certain economic assumptions, some of which are mandated by the SEC, such as oil and gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.
−Removed: The accuracy of a reserve estimate is a function of:
−Removed: the quality and quantity of available data;
−Removed: the interpretation of that data;
−Removed: the accuracy of various mandated economic assumptions;
−Removed: the judgment of the persons preparing the estimate.
−Removed: Estimates of proved reserves prepared by others might differ materially from our estimates.
−Removed: Actual quantities of recoverable oil and gas reserves, future production, oil and gas prices, revenues, taxes, development expenditures and operating expenses most likely will vary from our estimates.
−Removed: Any significant variance could materially affect the quantities and net present value of our reserves.
−Removed: In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development and prevailing oil and gas prices.
−Removed: Our reserves also may be susceptible to drainage by operators on adjacent properties.
−Removed: Our operations will require significant expenditures of capital that may not be recovered.
−Removed: We require significant expenditures of capital to locate and develop producing properties and to drill exploratory and exploitation wells.
−Removed: In conducting exploration, exploitation and development activities for a particular well, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, exploitation, development and production activities to be unsuccessful, potentially resulting in abandonment of the well.
−Removed: This could result in a total loss of our investment.
−Removed: In addition, the cost and timing of drilling, completing and operating wells is difficult to predict.
−Removed: Compliance with, or breach of, environmental laws can be costly and could limit our operations.
−Removed: Our operations will be subject to numerous and frequently changing laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection.
−Removed: Any properties we might own for the exploration and production of oil and gas and the wastes disposed on these properties may be subject to the Comprehensive Environmental Response, Compensation and Liability Act, the Oil Pollution Act of 1990, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, similar state laws, and similar Canadian laws.
−Removed: Under such laws, we could be required to remove or remediate previously released wastes or property contamination.
−Removed: Laws and regulations protecting the environment have generally become more stringent and may, in some cases, impose “strict liability” for environmental damage.
−Removed: Strict liability means that we may be held liable for damage without regard to whether we were negligent or otherwise at fault.
−Removed: Environmental laws and regulations may expose us to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed.
−Removed: Failure to comply with these laws and regulations may result in the imposition of administrative, civil and criminal penalties.
−Removed: Although we believe that our operations are in substantial compliance with existing requirements of governmental bodies, our ability to conduct continued operations is subject to satisfying applicable regulatory and permitting controls.
−Removed: Our current permits and authorizations and ability to get future permits and authorizations may be susceptible on a going forward basis, to increased scrutiny, greater complexity resulting in increased costs, or delays in receiving appropriate authorizations.
−Removed: We are subject to changing laws and regulations and other governmental actions that can significantly and adversely affect our business.
−Removed: Federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, disallowance of tax credits and deductions, expropriation or nationalization of property, mandatory government participation, cancellation or amendment of contract rights, and changes in import and export regulations, limitations on access to exploration and development opportunities, as well as other political developments may adversely affect our operations.
−Removed: The oil and gas we produce may not be readily marketable at the time of production.
−Removed: Crude oil, natural gas, condensate and other oil and gas products are generally sold to other oil and gas companies, government agencies and other industries.
−Removed: The availability of ready markets for oil and gas that we might discover and the prices obtained for such oil and gas depend on many factors beyond our control, including:
−Removed: the extent of local production and imports of oil and gas,
−Removed: the proximity and capacity of pipelines and other transportation facilities,
−Removed: fluctuating demand for oil and gas,
−Removed: the marketing of competitive fuels, and
−Removed: the effects of governmental regulation of oil and gas production and sales.
−Removed: Natural gas associated with oil production is often not marketable due to demand or transportation limitations and is often flared at the producing well site.
−Removed: Pipeline facilities do not exist in certain areas of exploration and, therefore, we intend on utilizing trucks to transport any oil that is discovered.
−Removed: Downturns and volatility in global economies and commodity and credit markets may materially adversely affect our business, results of operations and financial condition.
−Removed: Our results of our operations are materially adversely affected by the conditions of the global economies and the credit, commodities and stock markets.
−Removed: Among other things, the Company has recently been adversely impacted, and anticipates continuing to be adversely impacted, due to a global reduction in consumer demand for oil and gas, and consumer lack of access to sufficient capital to continue to operate their businesses or to operate them at prior levels.
−Removed: In addition, a decline in consumer confidence or changing patterns in the availability and use of disposable income by consumers can negatively affect the demand for oil and gas and as a result our results of operations.
−Removed: Because of the inherent dangers involved in oil and gas operations, there is a risk that we may incur liability or damages as we conduct our business operations, which could force us to expend a substantial amount of money in connection with litigation and/or a settlement.
−Removed: The oil and natural gas business involve a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental hazards and risks.
−Removed: These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations.
−Removed: In addition, we may be liable for environmental damages caused by previous owners of property purchased and leased by us.
−Removed: As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of our properties and/or force us to expend substantial monies in connection with litigation or settlements.
−Removed: We currently have no insurance to cover such losses and liabilities, and even if insurance is obtained, there can be no assurance that it will be adequate to cover any losses or liabilities.
−Removed: We cannot predict the availability of insurance or the availability of insurance at premium levels that justify our purchase.
−Removed: The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations.
−Removed: We may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks presented.
−Removed: In addition, pollution and environmental risks generally are not fully insurable.
−Removed: The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations, which could lead to any investment in us becoming worthless.
−Removed: We may encounter operating hazards that may result in substantial losses.
−Removed: We will be subject to operating hazards normally associated with the exploration and production of oil and gas, including hurricanes, blowouts, explosions, oil spills, cratering, pollution, earthquakes, labor disruptions and fires.
−Removed: The occurrence of any such operating hazards could result in substantial losses to us due to injury or loss of life and damage to or destruction of oil and gas wells, formations, production facilities or other properties.
−Removed: We do not maintain insurance coverage for matters that may adversely affect our operations, including war, terrorism, nuclear reactions, government fines, treatment of waste, blowout expenses, wind damage and business interruptions.
−Removed: Losses and liabilities arising from uninsured or underinsured events could reduce our revenues or increase our costs.
−Removed: There can be no assurance that any insurance we do obtain will be adequate to cover losses or liabilities associated with operational hazards.
−Removed: We cannot predict the continued availability of insurance, or its availability at premium levels that justify its purchase.
−Removed: We face strong competition from larger oil and gas companies, which could result in adverse effects on our business.
−Removed: The petroleum exploration and production business is highly competitive.
−Removed: Many of our competitors have substantially larger financial resources, staff and facilities.
−Removed: Our competitors in the United States include numerous major oil and gas exploration and production companies.
−Removed: Additionally, other companies engaged in our line of business may compete with us from time to time in obtaining capital from investors.
−Removed: Competitors include larger companies which, in particular, may have access to greater resources, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which may give them a competitive advantage.
−Removed: Actual or potential competitors may be strengthened through the acquisition of additional assets and interests.
−Removed: Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the same purpose as oil and gas but are manufactured from renewable resources.
−Removed: Our estimates of the volume of reserves could have flaws, or such reserves could turn out not to be commercially extractable.
−Removed: as a result, our future revenues and projections could be incorrect.
−Removed: Estimates of reserves and of future net revenues prepared by different petroleum engineers may vary substantially depending, in part, on the assumptions made and may be subject to adjustment either up or down in the future.
−Removed: Our actual amounts of production, revenue, taxes, development expenditures, operating expenses, and quantities of recoverable oil and gas reserves may vary substantially from the estimates.
−Removed: Oil and gas reserve estimates are necessarily inexact and involve matters of subjective engineering judgment.
−Removed: In addition, any estimates of our future net revenues and the present value thereof are based on assumptions derived in part from historical price and cost information, which may not reflect current and future values, and/or other assumptions made by us that only represent our best estimates.
−Removed: If these estimates of quantities, prices and costs prove inaccurate, we may be unsuccessful in expanding our oil and gas reserves base with our acquisitions.
−Removed: Additionally, if declines in and instability of oil and gas prices occur, then write downs in the capitalized costs associated with any oil and gas assets we obtain may be required.
−Removed: Because of the nature of the estimates of our reserves and estimates in general, we can provide no assurance that reductions to our estimated proved oil and gas reserves and estimated future net revenues will not be required in the future, and/or that our estimated reserves will be present and/or commercially extractable.
−Removed: If our reserve estimates are incorrect, the value of our common stock could decrease and we may be forced to write down the capitalized costs of our oil and gas properties.
−Removed: Our business will suffer if we cannot obtain or maintain necessary licenses.
−Removed: Our operations will require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities.
−Removed: Our, or our partners’, ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and to the discretion of the applicable governments, among other factors.
−Removed: Our inability to obtain, or our loss of or denial of extension of, any of these licenses or permits could hamper our ability to produce revenues from our operations.
−Removed: Our operations may be subject to various litigation matters in the future that could have an adverse effect on our business.
−Removed: From time to time, we may become a defendant in various litigation matters.
−Removed: The nature of our operations exposes us to further possible litigation claims, including litigation relating to climate change in the future.
−Removed: There is a risk that any matter in litigation could be adversely decided against us regardless of our belief, opinion and position, which could have a material adverse effect on our financial condition and results of operations.
−Removed: Litigation is highly costly and the costs associated with defending litigation could also have a material adverse effect on our financial condition.
−Removed: We may be affected by global climate change or by legal, regulatory, or market responses to such change.
−Removed: The growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere are influencing global weather patterns.
−Removed: Changing weather patterns, along with the increased frequency or duration of extreme weather conditions, could impact the availability or increase the cost to produce our products.
−Removed: Additionally, the sale of our products can be impacted by weather conditions.
−Removed: Concern over climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting greenhouse gas emissions.
−Removed: For example, proposals that would impose mandatory requirements on greenhouse gas emissions continue to be considered by policy makers in the provinces, states or territories where we operate.
−Removed: Laws enacted that directly or indirectly affect our oil and gas production could impact our business and financial results.
−Removed: If oil or natural gas prices decrease or drilling efforts are unsuccessful, we may be required to record write-downs of our oil and natural gas properties.
−Removed: We could be required to write down the carrying value of certain of our oil and natural gas properties.
−Removed: Write-downs may occur when oil and natural gas prices are low, or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development costs, deterioration in drilling results or mechanical problems with wells where the cost to re-drill or repair is not supported by the expected economics.
−Removed: Accounting rules require that the carrying value of oil and natural gas properties be periodically reviewed for possible impairment.
−Removed: Under the full cost method of accounting, capitalized oil and natural gas property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization.
−Removed: Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized.
−Removed: While an impairment charge reflects our long-term ability to recover an investment, reduces our reported earnings and increases our leverage ratios, it does not impact cash or cash flow from operating activities.
−Removed: Our future success depends on our ability to replace reserves that are produced.
−Removed: Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves.
−Removed: Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities, or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as our reserves are produced.
−Removed: Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable.
−Removed: We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost.
−Removed: We may acquire significant amounts of unproved property to further our development efforts.
−Removed: Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered.
−Removed: We may acquire both proved and producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time.
−Removed: However, we cannot assure you that all of these properties will contain economically viable reserves or that we will not abandon our initial investments.
−Removed: Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive or that we will recover all or any portion of our investments in our properties and reserves.
−Removed: Our lack of industry and geographical diversification may increase the risk of an investment in our company.
−Removed: We operate in the oil and gas sector, and our current leases are located in North America in Texas.
−Removed: This lack of geographic diversification may make our holdings more sensitive to economic developments within a regional area, which may result in reduced rates of return or higher rates of default than might be incurred with a company that is more geographically diverse.
−Removed: Our business depends on oil and natural gas transportation and processing facilities and other assets that are owned by third parties.
−Removed: The marketability of our oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and rail transportation assets owned by third parties.
−Removed: The lack of available capacity on these systems and facilities, whether as a result of proration, physical damage, scheduled maintenance or other reasons, could result in the delay or discontinuance of development plans for our properties.
−Removed: The curtailments arising from these and similar circumstances may last from a few days to several months.
−Removed: Our leasehold acreage is subject to leases that will expire over the next several years unless production is established or maintained or the leases are extended.
−Removed: Some of our acreage is currently held by production or held by operations, but some is not.
−Removed: Unless production in paying quantities is established or operations are commenced on units containing these latter leases during their terms, those leases may expire.
−Removed: Likewise, if we are unable to maintain production on acreage held by production or operations, those leases may expire.
−Removed: If our leases expire and we are unable to renew the leases, we will lose our right to develop or utilize the related properties.
−Removed: Deficiencies of title to our leased interests could significantly affect our financial condition.
−Removed: We, or our partners, often incur the expense of a title examination prior to acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights.
−Removed: If an examination of the title history of a property reveals that an oil or natural gas lease or other developed rights have been purchased in error from a person who is not the owner of the mineral interest desired, our interest would substantially decline in value or be eliminated.
−Removed: In such cases, the amount paid for such oil or natural gas lease or leases or other developed rights may be lost.
Risk Factors Related to our Investments in New Technologies
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Risks Relating To An Investment In Our Securities
−Removed: If we are unable to maintain compliance with NYSE American continued listing standards, our common stock may be delisted from the NYSE American equities market, which would likely cause the liquidity and market price of our common stock to decline.
−Removed: Our common stock is currently listed on the NYSE American.
−Removed: The NYSE American will consider suspending dealings in, or delisting, securities of an issuer that does not meet its continued listing standards.
−Removed: If we cannot meet the NYSE American continued listing requirements, the NYSE American may delist our common stock, which could have an adverse impact on us and the liquidity and market price of our stock.
−Removed: On April 12, 2023, the Company received a deficiency letter (the “ Deficiency Notice ”) from the NYSE American LLC (the “ NYSE American ”) indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide (the “ Equity Deficiency ”).
−Removed: Section 1003(a)(i) of the NYSE American Company Guide requires a listed company’s stockholders’ equity be at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years.
−Removed: Section 1003(a)(ii) of the NYSE American Company Guide requires a listed company’s stockholders’ equity be at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years.
−Removed: Section 1003(a)(iii) of the NYSE American Company Guide requires a listed company’s stockholders’ equity be at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years.
−Removed: The Deficiency Notice noted that the Company reported stockholders’ deficit of $(17.1) million as of December 31, 2022, and losses from continuing operations and/or net losses in its five most recent fiscal years then ended.
−Removed: In response to the Deficiency Notice the Company submitted a Continued Listing Compliance Plan (the “ Compliance Plan ”) to the NYSE outlining the Company’s intent and plan to remedy the Equity Deficiency and regain compliance prior to the NYSE’s required deadline of April 12, 2024, which was confirmed as accepted by the NYSE on or about June 21, 2023.
−Removed: As required by the NYSE as a condition of accepting the Compliance Plan, the Company submitted quarterly reports to the NYSE following the Company’s filing with the Securities and Exchange Commission (“SEC”) of its Quarterly Reports on Form 10-Q for the quarters ended 6/30/2023 and 9/30/2023 (the “ Q3 10-Q ”), which were accepted by the NYSE on October 25, 2023 and January 10, 2024, respectively.
−Removed: The balance sheet within Q3 10-Q reflected a stockholders’ equity position of $29,189,192 as of 9/30/2023.
−Removed: As disclosed in the balance sheet included herein, the Company’s stockholders’ equity position as of 12/31/2023 was $24,297,733.
−Removed: With the stockholders’ equity position being greater than $6.0 million for two consecutive quarters the Company anticipates the NYSE recognizing the Company has cured the Equity Deficiency within the required timeframe.
−Removed: If, however, the NYSE does not formally recognize the Equity Deficiency as being cured, or if the Company violates another continued listing standard, it might cause a delisting of our common stock.
−Removed: A delisting of our common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock and reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing.
−Removed: In addition, delisting from the NYSE American might negatively impact our reputation and, as a consequence, our business.
−Removed: It would also be a default under the Outstanding Notes and Discover would be able to enforce all relevant security and foreclose on the Company’s assets.
−Removed: Further, if we were delisted from the NYSE American and we are not able to list our common stock on another national exchange we will no longer be eligible to use Form S-3 registration statements (we are currently not eligible to use Form S-3 until potentially in mid-2023 due to late filings) and will instead be required to file a Form S-1 registration statement for any primary or secondary offerings of our common stock, which would delay our ability to raise funds in the future, may limit the type of offerings of common stock we could undertake, and would increase the expenses of any offering, as, among other things, registration statements on Form S-1 are subject to SEC review and comments whereas take downs pursuant to a previously filed Form S-3 are not.
−Removed: If we are delisted from the NYSE American, your ability to sell your shares of our common stock would also be limited by the penny stock restrictions, which could further limit the marketability of your shares.
−Removed: If our common stock is delisted from the NYSE American, it would come within the definition of “penny stock” as defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act.
−Removed: That Rule imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors.
−Removed: For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale.
−Removed: Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market.
−Removed: These additional procedures could also limit our ability to raise additional capital in the future.
We do not intend to pay cash dividends to our stockholders.
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Factors that could affect our stock price or result in fluctuations in the market price or trading volume of our common stock include:
−Removed: our actual or anticipated operating and financial performance and drilling locations, including reserve estimates;
quarterly variations in the rate of growth of our financial indicators, such as net income/loss per share, net income/loss and cash flows, or those of companies that are perceived to be similar to us;
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the amount of our freely tradable common stock available in the public marketplace;
−Removed: general financial market conditions and oil and natural gas industry market conditions, including fluctuations in commodity prices;
the realization of any of the risk factors that we are subject to;
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commencement of, or involvement in, litigation;
−Removed: the prices of oil and natural gas;
−Removed: the success of our exploration and development operations, and the marketing of any oil and natural gas we produce;
changes in market valuations of companies similar to the Company;
domestic and international economic, public health, legal and regulatory factors unrelated to our performance.
−Removed: Our common stock is listed on the NYSE American under the symbol “ CEI.
+Added: Our common stock is listed on the OTC Markets under the symbol “ CEIN.
” Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance.
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We have authorized capital stock consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
−Removed: As of March 20, 2024, Camber had (i) 148,940,299 shares of common stock outstanding;
+Added: As of May 8, 2025, Camber had (i) 272,789,545 shares of common stock outstanding;
(ii) 28,092 designated Series A Convertible Preferred Stock (“Series A Preferred Stock”), 28,092 of which were outstanding;
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Market for Re g istrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Description of Capital Stock ”).
−Removed: As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without stockholder approval, subject to the requirements of the NYSE American (which generally require stockholder approval for any transactions which would result in the issuance of more than 20% of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock), which if issued could cause substantial dilution to our then stockholders.
+Added: As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without stockholder approval, which if issued could cause substantial dilution to our then stockholders.
Shares of additional preferred stock may also be issued by our Board of Directors without stockholder approval, with voting powers and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be greater than the shares of common stock currently outstanding.
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In many instances, we believe that the non-cash consideration will consist of shares of our common stock.
−Removed: Subject to certain consent rights of the holder of our Series C Preferred Stock, our Board of Directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued shares of common stock (subject to NYSE American rules which limit among other things, the number of shares we can issue without stockholder approval to no more than 20% of our outstanding shares of common stock, subject to certain exceptions).
+Added: Subject to certain consent rights of the holder of our Series C Preferred Stock, our Board of Directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued shares of common stock.
These actions will result in dilution of the ownership interests of existing stockholders, and that dilution may be material.
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If any analyst or analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease and we could lose visibility in the financial markets, which could cause our stock price and trading volume to decline.
−Removed: Due to the fact that our common stock is listed on the NYSE American, we are subject to financial and other reporting and corporate governance requirements which increase our cost and expenses.
+Added: Due to the fact that our common stock is listed on the OTC:QB, we are subject to financial and other reporting and compliance obligations, which increase our costs and expenses.
We are currently required to file annual and quarterly information and other reports with the SEC that are specified in Sections 13 and 15(d) of the Exchange Act.
−Removed: Additionally, due to the fact that our common stock is listed on the NYSE American, we are also subject to the requirements to maintain independent directors, comply with other corporate governance requirements and are required to pay annual listing and stock issuance fees.
+Added: Additionally, due to the fact that our common stock is listed on the OTC:QB, we are also subject to the requirements to comply with other corporate governance requirements and are required to pay annual listing and other fees.
These obligations require a commitment of additional resources including, but not limited, to additional expenses, and may result in the diversion of our senior management’s time and attention from our day-to-day operations.
−Removed: These obligations increase our expenses and may make it more complicated or time consuming for us to undertake certain corporate actions due to the fact that we may require the approval of the NYSE American for such transactions and/or NYSE American rules may require us to obtain stockholder approval for such transactions.
+Added: These obligations increase our expenses and may make it more complicated or time-consuming for us to undertake certain corporate actions.
You may experience future dilution as a result of future equity offerings or other equity issuances.
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however, in the event a trigger event occurs under the Series C Preferred Stock such restriction is waived.
−Removed: Additionally, nothing prohibits a third party from selling the Company’s common stock short based on their belief that due to the dilution caused by the conversions of our Series C Preferred Stock, that the trading price of our common stock will decline in value.
+Added: Additionally, nothing prohibits a third party from short selling the Company’s common stock based on their belief that, due to the dilution caused by the conversions of our Series C Preferred Stock, the trading price of our common stock will decline in value.
The significant downward pressure on the price of our common stock as any of our Series C Preferred Stockholders sell material amounts of our common stock could encourage investors to short sell our common stock.
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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.