Risk Factors.
−Removed: In addition to the risk factors set out below and other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part 1, Item 1A.
+Added: In addition to the risk factor set out below and other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part 1, Item 1A.
“Risk Factors”
2 unchanged sentences
Additional risk and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our financial condition, operating results and cash flows.
−Removed: There is substantial doubt regarding our ability to continue as a going concern.
−Removed: We will need to raise substantial additional funding, which may not be available on acceptable terms, if at all, to be able to continue as a going concern and advance our Project.
−Removed: There is substantial doubt regarding our ability to continue as a going concern.
−Removed: Our existence in our current form is dependent upon our ability to obtain additional capital.
−Removed: As of March 31, 2023, we had cash and cash equivalents of approximately $36.2 million which we believe will not be sufficient to fund our operating expenses and capital requirements for one year after the date that the financial statements are issued.
−Removed: Raising funds in the current economic environment is challenging and financing may not be available in sufficient amounts or on acceptable terms, if at all.
−Removed: The issuance of additional securities, whether equity or debt, or the possibility of such issuance, may cause the market price of our shares to decline.
−Removed: The sale of additional equity or debt securities may dilute the ownership of existing shareholders.
−Removed: Government efforts to combat inflation, along with other interest rate pressures arising from an inflationary economic environment, could lead to higher financing and project completion costs.
−Removed: Inflation has risen on a global basis, the United States has been experiencing historically high levels of inflation, and government entities have taken various actions to combat inflation, such as raising interest rate benchmarks.
−Removed: Government entities may continue their efforts, or implement additional efforts, to combat inflation, which could include among other things continuing to raise interest rate benchmarks or maintaining interest rate benchmarks at elevated levels.
−Removed: Such government efforts, along with other interest rate pressures arising from an inflationary economic environment, could lead to higher financing costs and have material adverse effect on our business, financial condition and results of operations.
−Removed: Our business could be affected by macroeconomic risks.
−Removed: The Company’s operations and performance depend significantly on global and regional economic conditions.
−Removed: Macroeconomic conditions, including inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations can materially adversely affect demand for the Company’s products and services.
−Removed: In addition, confidence and spending can be materially and adversely affected in response to financial market volatility, negative financial news, declines in income or asset values, energy shortages and cost increases, labor and healthcare costs and other economic factors.
−Removed: An adverse impact on demand for the Company’s products, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on the Company’s suppliers and other partners.
−Removed: Potential effects include financial instability;
−Removed: inability to obtain credit to finance operations and purchases of the Company’s products;
−Removed: and insolvency.
−Removed: We cannot predict the timing or scale of these various macroeconomic conditions, but they could have a material adverse affect on our business, results of operations and financial condition.
−Removed: The transition to a new Chief Executive Officer (“CEO”) will be critical to our success and our business may be adversely impacted if we do not successfully manage the transition process in a timely manner.
−Removed: Our success depends, in part, on the effectiveness of our interim Principal Executive Officer, and the effective transition to our new permanent CEO in April.
−Removed: The new CEO will be critical to executing on and achieving our vision, strategic direction, culture, products, and technology.
−Removed: If we are unable to execute an orderly transition and successfully integrate the new CEO into our leadership team, our operations and financial conditions may be adversely affected.
−Removed: Additionally, the departure of our CEO has resulted in a loss of institutional knowledge.
−Removed: This loss of knowledge and experience can be mitigated through successful hiring and transition, but there can be no assurance that we will be successful in such efforts.
−Removed: The ability of the new CEO to quickly adapt to and understand our business, operations, and strategic plans will be critical to the Board and our management’s ability to make informed decisions about our strategic direction and operations.
−Removed: We have experienced significant turnover in our senior management team and across our organization, and our failure to attract and retain qualified personnel, skilled workers and key officers could have an adverse effect on us.
−Removed: Our business may be adversely affected by recent turnover in our senior management team and board of directors which may create instability within the Company, which could disrupt and impede our day-to-day operations, internal controls and our ability to fully implement our business plan and growth strategy.
−Removed: In addition, management transition inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution, and our results of operations and financial condition could be negatively impacted as a result.
−Removed: Competition for key management personnel is intense.
−Removed: If we fail to successfully attract and appoint permanent replacements with the appropriate expertise, we could experience increased employee turnover and harm to our business, results of operations, cash flow and financial condition.
−Removed: The search for permanent replacements could also result in significant recruiting and relocation costs, as well as increased salary and benefit costs.
−Removed: Like most businesses, our employees are important to our success and we are dependent in part on our ability to retain the services of our key management, operational, compliance, finance and administrative personnel.
−Removed: In order to compete and implement our growth strategy, we must attract, retain, and motivate employees, and turnover of senior management may make it difficult to retain qualified and skilled employees.
+Added: If we are not able to successfully negotiate and or structure a recapitalization plan during the standstill period provided for in the Standstill Agreement, it is highly probable that we will by then be in default under our Convertible Notes, which could result in our Lender exercising any or all of its remedies under the Convertible Notes, including the immediate acceleration of all obligations due thereunder.
+Added: In connection with the issuance of our Convertible Notes to Lender, we entered into a Convertible Note Purchase Agreement, dated August 11, 2022, with Bluescape (the “Convertible Note Purchase Agreement”), which contains customary affirmative and restrictive covenants, including a covenant against permitting the Company’s unrestricted cash to be less than ten million dollars ($10,000,000) (the “Financial Covenant”).
+Added: The Convertible Note Purchase Agreement also includes customary events of default, including an event of default tied to any breach of the Financial Covenant.
+Added: Upon the occurrence of an event of default, Bluescape may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Convertible Note Purchase Agreement.
+Added: Such accelerated repayment or other actions may have a negative impact on our business, financial condition, and results of operations.
+Added: On November 9, 2023, the Company entered into a standstill agreement with Lender, which will enable the Company, Lender, and other strategic investors to continue to advance discussions toward a resolution for a recapitalization plan for the Company, and the parties have agreed to a period of standstill under the Convertible Notes Purchase Agreement to December 1, 2023, to allow the Company to go below the Financial Covenant.
+Added: However, if the parties to the standstill agreement are unable to come to a timely resolution of the Company’s capital needs, Bluescape may accelerate the outstanding obligations under the Convertible Note Purchase Agreement, which may have a negative impact on the Company’s business, financial condition, and results of operations or force us into bankruptcy or liquidation.
+Added: And note that even if we successfully execute on the recapitalization plan, we will still need to raise additional funds over the next year to implement our strategic plan and there can be no assurance that we can raise such funds when required.
+Added: Pursuing the recapitalization plan is also time consuming and may distract management from critical operational initiatives, including finalizing the Company’s EPA approval to inject, which could also have a negative impact on the Company’s business, financial condition and results of operations, even if the recapitalization plan is ultimately successful.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: Defaults Upon Senior Securities.
+Added: Mine Safety Disclosures.
+Added: Not applicable because we do not currently operate any mines subject to the U.S.
+Added: Federal Mine Safety and Health Act of 1977.
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.