What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 60 added, 71 removed, 303 unchanged (30% of the section changed)

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in our common stock involves risk.

Before deciding whether to invest in our common stock, you should carefully consider the risks

and uncertainties described below.

Before deciding whether to invest in our common stock, you should carefully consider the risks and

uncertainties described below.

There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors

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could suffer, the market price of our common stock could decline, and you could lose all or part of your investment in our common stock.

Impact of COVID-19 Pandemic.

The COVID-19 pandemic has created global economic

turmoil and has potentially permanently impacted how many businesses operate and how individuals will socialize and shop in the future.

The effect of the economic shutdown has impacted our business lines differently, some more severely than others.

In most cases,

we believe the negative economic trends and reduced sales will recover over time.

Additionally, it is reasonably possible that estimates

made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions,

including losses on inventory;

impairment losses related to goodwill and other long-lived assets and current obligations.

value of our intangible assets and investments may not be equal to their carrying values .

of December 31, 2022, we had approximately $30.7 million of net intangible assets.

Approximately $22.3 million is associated with

the acquisition of Impact Biomedical, Inc.

The Company has completed valuations for certain developed technology assets acquired in the

transaction as well the non-controlling interest portion of Impact BioMedical, Inc.

Approximately $20.0 million is associated with the

acquisition of Impact Biomedical, Inc.

The Company has completed valuations for certain developed technology assets acquired in the transaction

as well the non-controlling interest portion of Impact BioMedical, Inc.

and its subsidiaries.

If licensing efforts are not

successful, the values of these assets could be reduced.

We are required to evaluate the carrying value of such intangibles and goodwill

and the fair value of investments whenever events or changes in circumstances indicate that the carrying value of an intangible asset,

including goodwill, and investment may not be recoverable.

If any of our intangible assets, goodwill or investments are deemed to be

impaired then it will result in a significant reduction of the operating results in such period.

If licensing efforts are not successful,

the values of these assets could be reduced.

We are required to evaluate the carrying value of such intangibles and goodwill and the

fair value of investments whenever events or changes in circumstances indicate that the carrying value of an intangible asset, including

goodwill, and investment may not be recoverable.

If any of our intangible assets, goodwill or investments are deemed to be impaired then

it will result in a significant reduction of the operating results in such period.

have secured indebtedness, and a potential risk exists that we may be unable to satisfy our obligations to pay interest and principal

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of December 31, 2022, we had the following significant amounts of outstanding indebtedness:

unsecured promissory note between AMRE and LiquidValue

Asset Management Pte Ltd.

The note calls for interest to be paid annually on March 2 with interest fixed at 8.0% and matures on March

The holder is a related party owned by the Chairman of the Company’s board of directors.

under the Paycheck Protection Program for AMRE, which was established as part of CARES Act, and provides for loans to qualifying

businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

This loan calls for interest

of 1.0% and has a maturity date of March 16, 2026.

unsecured promissory note between AMRE and LiquidValue

Asset Management Pte Ltd.

The note calls for interest to be paid annually on October 29 with interest fixed at 8.0% and matures on

October 29, 2024.

The holder is a related party owned by the Chairman of the Company’s board of directors.

master loan and security agreement between Premier and Bank of America, N.A (“BOA Note”).

The aggregate principal balance

outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing.

At closing, the interest rate

shall be fixed for the duration of the Loan.

Premier Packaging entered into master loan and security agreement (“BOA Note”) with Bank of America,

(“BOA”) to secure financing approximating $3,710,000 to purchase a new Heidelberg XL 106-7+L printing press.

The aggregate

principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing.

At closing, the

interest rate shall be fixed for the duration of the Loan.

As of December 31, 2022, and December 31, 2021, the outstanding principal on

the BOA Note was $3,406,000 and $3,339,000, respectively and had an interest rate of 4.63%.

$4,839,000 remaining principal balance on

loan agreement (“Shelton Agreement”) between AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, with

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4.25%, matures on July 1, 2031, and has a balloon payment due at term end.

$3,000,000 loan agreement with BMIC (“BMIC Loan”),

between LVAM and BMIC with interest to be charged at a variable rate to be calculated at the maturity date.

The BMIC Loan matures

on October 12, 2022 and contains an auto renewal period of three months.

net of deferred financing costs, loan agreement (“LifeCare Agreement”) between AMRE LifeCare Portfolio, LLC (“AMRE

LifeCare”) a subsidiary of AMRE, and Pinnacle Bank (“Pinnacle”).

The LifeCare Agreement has a variable interest

rate that shall not fall below 4.28% and matures on November 2, 2023, but can be extended to November 2, 2024.

loan agreement with BMIC (“BMIC Loan”), between LVAM and BMIC with interest to be charged at a variable rate to be calculated

at the maturity date.

The BMIC Loan matured on October 12, 2022 and both parties agree based on the language of the loan documents

that the loan will keep extending an additional 3 months until either party cancels the extension.

remaining principal balance, net of deferred financing costs, loan agreement (“LifeCare Agreement”) between AMRE

LifeCare Portfolio, LLC (“AMRE LifeCare”) a subsidiary of AMRE, and Pinnacle Bank (“Pinnacle”).

Agreement has a variable interest rate that shall not fall below 4.28% and matures on November 2, 2023, but can be extended to

November 2, 2024.

Winter Haven, LLC (“AMRE Winter Haven”) and Pinnacle Bank (“Pinnacle”)

entered a term loan (“Pinnacle Loan”) whereas Pinnacle lent to AMRE Winter Haven

the principal sum of $2,990,000, maturing on March 7, 2024.

Payments are to be made in equal,

consecutive installments based on a 25-year amortization period with interest at 4.28%.

outstanding principal and interest, approximates $2,952,000 at December 31, 2022.

the Shelton and LifeCare agreements contain various covenants which are tested annually as of December 31.

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31, 2022, AMRE Shelton and LifeCare were in compliance with the annual covenants.

significant amount of our revenue is derived by two customers.

2021, two customers accounted for approximately 41% of our consolidated revenue.

As of December 31, 2021, these two customers

accounted for approximately 48% of our trade accounts receivable balance.

During 2020, these two customers accounted for approximately

38% of our consolidated revenue.

As of December 31, 2020, these two customers accounted for 60% of our trade accounts receivable balance.

If we were to lose these customers or if the amount of business we do with these two customers declines significantly, our business would

be adversely affected.

A significant amount of our revenue is derived

by two customers.

As of December 31, 2021, two customers

accounted for approximately 27% and 14% of our consolidated revenue and these two customers accounted for approximately 29% and 19% of

our consolidated trade accounts receivable balance.

As of December 31, 2022, two customers accounted for approximately 14% and 6% of our

consolidated revenue and 36% and 17% of our trade accounts receivable balance.

If we were to lose this customer or if the amount of business

we do with this customer declines significantly, our business would be adversely affected.

may face intellectual property infringement or other claims against us, our customers or our intellectual property that could be costly

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Moreover, if the patents,

technology, or trade secrets we developed or use in our business are deemed to infringe upon the rights of others, we could, under

certain circumstances, become liable for damages, which could have a material adverse effect on our operations and our financial condition.

As we continue to market our products, we could encounter patent barriers that are not known today.

A patent search may not disclose

all related applications that are currently pending in the United States Patent Office, and there may be one or more such pending applications

technology, or trade secrets we developed or use in our business are deemed to infringe upon the rights of others, we could, under certain

circumstances, become liable for damages, which could have a material adverse effect on our operations and our financial condition.

we continue to market our products, we could encounter patent barriers that are not known today.

A patent search may not disclose all

related applications that are currently pending in the United States Patent Office, and there may be one or more such pending applications

that would take precedence over any or all of our applications.

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which would adversely affect our financial results.

We’ve acquired several patents in the bio-health field through our acquisition if Impact Biomedical, Inc.

Our business plan includes

plans to incur significant marketing, intellectual property development and sales costs for the bio-health related products.

not able to develop and sell these new products, our financial results will be adversely affected.

acquired several patents in the bio-health field through our acquisition if Impact Biomedical, Inc.

Our business plan includes plans

to incur significant marketing, intellectual property development and sales costs for the bio-health related products.

If we are not

able to develop and sell these new products, our financial results will be adversely affected.

results of our research and development efforts are uncertain and there can be no assurance of the commercial success of our products.

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be delayed or limited.

in security, whether cyber or physical, and other disruptions and/or our inability to prevent or respond to such breeches, could diminish

in security, whether cyber or physical, and other disruptions and/or our inability to prevent or respond to such breaches, could diminish

our ability to generate revenues or contain costs, compromise our assets, and negatively impact our business in other ways.

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delaying, deferring or preventing a change in corporate control;

a merger, consolidation, takeover or other business combination involving us;

or • discouraging a potential acquirer from making

a tender offer or otherwise attempting to obtain control of us.

impeding a merger,

consolidation, takeover or other business combination involving us;

or discouraging a potential acquirer from making a tender offer or

otherwise attempting to obtain control of us.

financing or future equity issuances may result in future dilution to our shareholders.

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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-K

Item 1A. Risk Factors