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Risk Factor Update
−Removed: In light of recent developments affecting the financial services industry, we are also supplementing the risk factors set out under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 with the new risk factor set out below.
−Removed: The risk factor below should be carefully read in conjunction with the risk factors set out in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition or future results.
−Removed: The risks described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022 are not the only risks we face.
+Added: In light of our recent announcement regarding the Board’s review of potential strategic alternatives for the Company and recent developments affecting the financial services industry, we are also supplementing the risk factors set out under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 with the new risk factors set out below.
+Added: The risk factors below should be carefully read in conjunction with the risk factors set out in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition or future results.
+Added: The risks described in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2022, and our Quarterly Report on Form 10-Q for the quarter ending March 31, 2023 are not the only risks we face.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
+Added: RISKS RELATED TO OUR BUSINESS
+Added: Risks Related to Review of Strategic Alternatives Process and a Potential Strategic Transaction
+Added: We are reviewing strategic alternatives and there can be no assurance that we will be successful in identifying or completing any strategic transaction, that any such strategic transaction will result in additional value for our stockholders or that the process will not have an adverse impact on our business.
+Added: On June 29, 2023, we announced our Board had initiated a process to explore potential strategic alternatives, possibly including, but not limited to, a sale, merger or other potential strategic or financial transaction, aimed at increasing stockholder value.
+Added: There can be no assurance that the review of strategic alternatives will result in the identification or consummation of any transaction.
+Added: Our Board may also determine that our most effective strategy is to continue to execute on our current strategy.
+Added: The process of reviewing strategic alternatives may be costly, time consuming and disruptive to our business operations and, if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected.
+Added: We have incurred, and may in the future incur, significant costs associated with identifying, evaluating and negotiating potential strategic alternatives, such as legal, financial advisor and accounting fees and expenses and other related charges.
+Added: We may also incur additional unanticipated expenses in connection with this process.
+Added: A considerable portion of these costs will be incurred regardless of whether any such course of action is implemented or transaction is completed, decreasing cash available for use in our business.
+Added: There can be no assurance that any potential transaction, or series of transactions, or other strategic alternative, if consummated, will provide greater value to our stockholders than that reflected in the current price of our common stock.
+Added: Until the review process is concluded, perceived uncertainties related to our future may impact our business performance and volatility in the market price of our common stock and may make it more difficult for us to attract and retain qualified personnel and key employees.
+Added: Our Board has not set a timetable for the conclusion of this review, nor has it made any definitive decisions related to taking any further actions or potential strategic options at this time or at all.
+Added: Even if we are successful in completing a strategic alternative, we may be exposed to other operational and financial risks.
+Added: Although there can be no assurance that a strategic alternative will result from the process we have undertaken to explore potential strategic alternatives, the negotiation and consummation of any such transaction, if completed, will require significant time on the part of our management, which could result in disruption to our business.
+Added: The negotiation and consummation of any such transaction may also require more time or greater cash resources than we anticipate and expose us to other operational and financial risks, including, but not limited to:
+Added: • increased near-term and long-term expenditures;
+Added: • exposure to unknown liabilities;
+Added: • higher than expected acquisition or integration costs;
+Added: • incurrence of substantial debt or dilutive issuances of equity securities to fund future operations;
+Added: • write-downs of assets or goodwill or incurrence of non-recurring, impairment or other charges;
+Added: • increased amortization expenses;
+Added: • difficulty and cost in combining the operations and personnel of any acquiring or acquired business with our operations and personnel;
+Added: • impairment of relationships with key suppliers or customers of any acquired business due to changes in management and ownership;
+Added: • inability to retain key employees of our Company or any acquired or merged business;
+Added: • possibility of future litigation.
+Added: Any of the foregoing risks could have a material adverse effect on our business, financial condition and prospects.
GENERAL RISKS
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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.