What changed in this filing

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Item 1A. Risk Factors

2024-03-14 compared with 2023-03-14 · 90 added, 128 removed, 229 unchanged (49% of the section changed)

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Risks Related to Economic Conditions, Governmental Action, and our Industry

Our industry is greatly influenced by the overall  

global economy and as such we have the potential to be adversely  

affected by the COVID-19  

public health pandemic and the resultant impact on  

our business, results of operations or financial condition.

The global outbreak of the COVID-19 pandemic caused governments and industry to take measures to mitigate the spread of the virus.  We source certain raw materials for our chemicals segment internationally, and as such we are subject to supply chain disruptions and price inflation for those raw materials.

We have so far absorbed those impacts in our business;

however, our ability to competitively source these raw materials after such time is uncertain given the unknown impacts of COVID-19 and potentially more disruptive future variants.

Additionally, any further spread of COVID-19, which may negatively impact on our customers and thus on our business still remains unpredictable and as such, we cannot predict the degree to, or the time period over, which our sales and operations will be affected by this outbreak, and the effects could be material.

Our industry is greatly influenced by the overall global economy and as such adverse economic conditions have the potential to adversely affect our business, results of operations, or financial condition.

We source certain raw materials for our chemicals segment internationally, and as such we are subject to supply chain disruptions and price inflation for those raw materials, which can adversely impact our business.

The impacts include, but are not limited to:

a significant decline in demand for our products due to market disruptions, resulting in a decline in sales and prices;

limitations of feedstocks, price volatility, or disruptions to our suppliers’ operations;

the complete or partial closure of our manufacturing facility;

limitations of feedstocks, price volatility, or disruptions to our suppliers’ operations;

the interruption of our distribution system, or temporary or long-term disruption in our supply chains, or delays in the delivery of our product;

suspension of renewable fuel and/or low carbon fuel policies;

limitations on our ability to operate our business as a result of federal, state or local regulations, including any changes to the designation of our business as “essential” by the U.S.

limitations on our ability to operate our business as a result of federal, state or local regulations, including any changes to the designation of our business as “essential” by the U.S.

Department of Homeland Security;

decreases in the demand for and price of RINs and LCFS credits as a result of reduced demand for petroleum-based gasoline and diesel fuel.

our management of the impact of COVID-19 has and will continue to require significant investment of time and may cause the Company to divert or delay the application of its resources toward other or new initiatives or investments, which may cause a material adverse impact on the results of operations.

The extent of the impact of the COVID-19 pandemic on our business will continue to be uncertain in the near future as it continues to evolve globally.

We cannot reasonably estimate the continued duration and severity of the COVID-19 pandemic, or its impact, which may be significantly harmful to our operations and profitability.

We operate within the biomass-based diesel industry, which relies on governmental programs requiring or incentivizing the consumption of biofuels, including the BTC.

We operate within the biomass-based diesel industry, which is influenced by governmental programs requiring or incentivizing the consumption of biofuels, including the BTC and CFPC.

The expiration or loss of mandates or incentives would have a material adverse effect on our business.

The biomass-based diesel industry relies on governmental programs requiring or incentivizing the consumption of biofuels.

Biomass-based diesel has historically been more expensive to produce than petroleum-based diesel fuel and these governmental programs support a market for biomass-based diesel that might not otherwise exist.

The petroleum industry is opposed to many of these government incentives and can be expected to continue to challenge these incentives.

The most significant tax incentive program in the biomass-based diesel industry has been the BTC.

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However, in late December 2019, the BTC was retroactively reinstated from its expiry on January 1, 2018 through December 31, 2022.

With the passage of the Inflation Reduction Act in August 2022, the BTC has been extended through December 31, 2024.

There is no guarantee that the BTC will be extended after 2024, which could have a material adverse effect on us and on the biodiesel industry in general.

We operate within the biomass-based diesel industry, which relies on governmental programs requiring or incentivizing the consumption of biofuels.

The petroleum industry is opposed to many of these government incentives and can be expected to continue to challenge these incentives.

With the passage of the Inflation Reduction Act in August 2022, the BTC has been extended through December 31, 2024, but is to be replaced by the CFPC on January 1, 2025.

The CFPC is structured on a sliding scale so that producers become eligible for larger credits as the GHG emissions of the fuels they produce approach zero.

For producers meeting prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of biodiesel.

However, the maximum credit would require zero GHG emissions which is unrealistic for almost every biodiesel producer.

Guidance surrounding this credit have yet to be finalized.

Our relative position to other biodiesel producers and our absolute position with regard to the value of that credit could have a material adverse effect on us and on the biodiesel industry in general.

If biodiesel feedstock costs do not decrease significantly relative to biodiesel prices, we could realize a negative gross margin on biodiesel.

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Alternative fuels businesses benefit from government subsidies and mandates.

If any of the state or federal laws and regulations relating to the government subsidies and mandates change, including failure to reinstate the federal biodiesel BTC, our ability to benefit from our alternative fuels business could be harmed.

If any of the state or federal laws and regulations relating to the government subsidies and mandates change, our ability to benefit from our alternative fuels business could be harmed.

With respect to our biofuels platform, the United States Congress could repeal, curtail or otherwise change the RFS2 program in a manner adverse to us.

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Further, our biofuels platform is subject to federal, state, and local laws and regulations governing the application and use of alternative energy products, including those related specifically to biodiesel.

For instance, biodiesel benefits from successful completion of USEPA Tier I and Tier II health effects testing under Section 211(b) of the Clean Air Act. 

This testing verified biodiesel does not pose a threat to human health and improves air quality as a replacement for petroleum diesel.

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If federal or state agency determinations, laws, and regulations relating to the application and use of alternative energy are changed, the marketability and sales of biodiesel production could be materially adversely affected.

We have historically derived a significant portion of our revenues from sales of our biofuels in the State of California primarily as a result of California ’

s Low Carbon Fuel Standard ( “

LCFS ”

We have historically derived a significant portion of our revenues from sales of our biofuels in the State of California primarily as a result of California ’ s Low Carbon Fuel Standard ( “ LCFS ” );

adverse changes in this law or reductions in the value of LCFS credits would harm our revenues and profits.

The LCFS is designed to reduce greenhouse gas (“GHG”) emissions associated with transportation fuels used in California by ensuring that the total amount of fuel consumed meets declining targets for such emissions.

The regulation quantifies lifecycle GHG emissions by assigning a “carbon intensity”

("CI") score to each transportation fuel based on that fuel’s lifecycle assessment.

Each petroleum fuel provider, generally the fuel’s producer or importer is required to ensure that the overall CI score for its fuel pool meets the annual carbon intensity target for a given year.

The regulation quantifies lifecycle GHG emissions by assigning a “carbon intensity” (“CI”) score to each transportation fuel based on that fuel’s lifecycle assessment.

Each petroleum fuel provider, generally the fuel’s producer or importer is required to ensure that the overall CI score for its fuel pool meets the annual carbon intensity target for a given year.

This obligation is tracked through credits and deficits and credits can be traded.

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As a result of the trading price of LCFS credits, California has become a desirable market in which to sell our biodiesel.

If the value of LCFS credits were to materially decrease as a result of over-supply, as a result of reduced demand for our fuels, or for other reasons including the continued impact of the COVID-19 pandemic, if the fuel produced is deemed not to qualify for LCFS credits;

If the value of LCFS credits were to materially decrease as a result of over-supply, as a result of reduced demand for our fuels, or if the fuel produced is deemed not to qualify for LCFS credits;

or if the LCFS or the manner in which it is administered or applied were otherwise changed in a manner adverse to us, our revenues and profits could be seriously harmed.

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at lower prices than U.S.-based biodiesel producers.

Under the RFS2, imported biodiesel may be eligible to satisfy an obligated party’s requirements and, therefore, may compete to meet the volumetric requirements of RFS2.

This could make it more challenging for us to market or sell biodiesel in the United States, which would have a material adverse effect on our revenues.

The total current U.S.

production capacity for biodiesel is in excess of the current RFS2 mandate for 2022 and 2023.

Excess production capacity over the annual mandates could result in a decline in biodiesel prices and profitability, negatively impacting our ability to maintain the profitability of our biofuels segment and recover capital expenditures in this business segment.

The total current U.S.

production capacity for biodiesel is in excess of the current RFS2 mandate for 2023 and 2024.

Excess production capacity over the annual mandates could result in a decline in biodiesel prices and profitability, negatively impacting our ability to maintain the profitability of our biofuels segment and recover capital expenditures in this business segment.

Biodiesel is encountering increased competition from renewable diesel, which is produced via hydrotreating a biomass-based feedstock.

Renewable diesel can be used interchangeably with conventional petroleum diesel, is not limited in blends, and can be transported via existing fuel pipeline infrastructure.

A significant capital investment would be required for the Company to produce renewable diesel, and the current economics and business uncertainty do not support this level of investment.

A significant capital investment would be required for the Company to produce renewable diesel, and the current economics and business uncertainty do not support this level of investment.

Fluctuations in commodity prices may cause a reduction in the demand or profitability of the products or services we produce.

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Wide fluctuations in alternative fuel prices may result from relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty, and other factors that are beyond our control, including:

worldwide and domestic supplies of oil and gas;

the price and/or availability of biodiesel feedstocks;

weather conditions;

the level of consumer demand;

the price and availability of alternative fuels;

the availability of pipeline and refining capacity;

the price and level of foreign imports;

domestic and foreign governmental regulations and taxes;

the ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree to and maintain oil price and production controls;

political instability or armed conflict in oil-producing regions;

pandemics, epidemics, or disease outbreaks, such as COVID-19;

worldwide and domestic supplies of oil and gas;

the price and/or availability of biodiesel feedstocks;

weather conditions;

the level of consumer demand;

the price and availability of alternative fuels;

the availability of pipeline and refining capacity;

the price and level of foreign imports;

domestic and foreign governmental regulations and taxes;

the ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree to and maintain oil price and production controls;

political instability or armed conflict in oil-producing regions;

pandemics, epidemics, or disease outbreaks;

the overall economic environment.

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If transportation is restricted or is unavailable, we may not be able to sell into more lucrative markets, and consequently our cash flow from sales of biodiesel could be restricted.

If automobile manufacturers and other industry groups express reservations regarding the use of biodiesel, our ability to sell biodiesel will be negatively impacted.

Research on biodiesel use in automobiles is ongoing.

Some industry groups have recommended that blends of no more than 5% biodiesel be used for automobile fuel due to concerns about fuel quality, engine performance problems, and possible detrimental effects of biodiesel on rubber components and other engine parts.

Although some manufacturers have encouraged use of biodiesel fuel in their vehicles, cautionary pronouncements by other manufacturers or industry groups may impact our ability to market our biodiesel.

Perception about “

fuel ”

could impact public policy, which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.

Some people believe that biodiesel may increase the cost of food, as some feedstocks, such as soybean oil, used to make biodiesel can also be used for food products.

This debate is often referred to as “food vs.

fuel.”

Though our biodiesel is sourced from non-food grade feedstocks, this is a concern to the biodiesel industry because biodiesel demand is heavily influenced by government policy, and if public opinion was to erode, it is possible that these policies would lose political support.

These views could also negatively impact public perception of biodiesel.

Such claims have led some, including members of Congress, to urge the modification of current government policies that affect the production and sale of biofuels in the United States.

Concerns regarding the environmental impact of biodiesel production could affect public policy, which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.

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The second triennial report was published June 29, 2018.

The 2018 report reaffirms the findings of the 2011 report and reflects the current understanding about biofuel production using data gathered through May 2017. On January 3 2023, the USEPA released for public comment an external review draft of its third triennial report to Congress on biofuels and environment.

A 60-day public comment period was open through March 6, 2023.

The USEPA is required to report to Congress on the environmental and resource conservation impacts of the Renewable Fuel Standard program under Section 2004 of the Energy Independence and Security Act of 2007.

We expect the third report will build on the previous two reports and provide an update of the impacts to date of the RFS program on the environment.

The 2018 report reaffirms the findings of the 2011 report and reflects the current understanding about biofuel production using data gathered through May 2017.

The USEPA released its third triennial report to Congress on biofuels and the environment in 2023, which builds on the previous two reports and provides an update on the impacts to date of the RFS and RFS2 on the environment.

To the extent that state or federal laws are modified, or public perception turns against biodiesel, use requirements, such as RFS2, may not continue, which could materially harm our ability to operate profitably.

Climate change regulations may impact our ability to operate at a profit and harm our operating margins.

Future regulations may impose new operational burdens, require investment in additional emission control technology, or result in unfavorable market changes.

Future regulations may impose new operational burdens, require investment in additional emission control technology, or result in unfavorable market changes.

The cost of compliance with stringent climate change regulations could adversely affect our ability to compete with companies in locations that are not subject to stringent climate change regulations.

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In addition, several states have acted to regulate potential nitrogen oxide emissions from biodiesel.

Texas currently requires that biodiesel blends contain an additive to eliminate this perceived nitrogen oxide increase.

Texas currently requires biodiesel blends contain an additive to eliminate this perceived nitrogen oxide increase.

California is in the process of formulating biodiesel regulations that may also require such an additive.

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We are reliant upon a relatively small number of customers.

Our chemical business is concentrated with four large customers covering multiple products representing greater than 72% of our chemicals segment product sales, or 15% of total revenues.

Our chemical business is concentrated with four large customers covering multiple products representing greater than 69% of our chemicals segment product sales, or 15% of total revenues.

Although this business is contracted in longer-term production agreements, the loss of any of these strategic customers could have a material adverse effect on our chemicals business.

Additionally, our biofuels segment has two large customers.

Sales to these biodiesel customers totaled approximately 27% of total revenue (or $107,898) in 2022.

Sales in 2021 to our three largest customers represented 52% of total revenues (or $133,231).

Sales to one biodiesel customer totaled 12% of total revenues in 2020 (or $25,460).

Additionally, our biofuels segment has two large customers.

We do not believe that the loss of these customers would have a material adverse effect on our biofuels segment or on us as a whole in that:

(i) unlike our custom manufacturing products, biodiesel is a commodity with a large potential customer base; (ii) we believe that we could readily sell our biodiesel to other customers as potential demand from other customers for biodiesel exceeds our production capacity; (iii) our sales to these customers are not under fixed terms and the customers have no fixed obligation to purchase any minimum quantities except as stipulated by short term purchase orders; and (iv) the prices we receive from these customers are based upon then-market rates, as would be the case with sales of this commodity to other customers.

Sales to these biodiesel customers totaled approximately 35% of total revenue (or $127,763,000) in 2023.

Sales in 2022 to our two largest customers represented 27% of total revenues (or $107,898,000).

Sales to three largest biodiesel customers totaled 52% of total revenues in 2021 (or $133,231,000).

We do not have a contract with these customers but rather sell based on monthly or short-term, multi-month purchase orders placed with us by the customers at prices based upon then-prevailing market rates.

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Failure to comply with governmental regulations could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities.

The biofuel and chemical industries are subject to extensive federal, state, local, and foreign laws and regulations related to the general population’s health and safety and those associated with compliance and permitting obligations (including those related to the use, storage, handling, discharge, emission, and disposal of municipal solid waste and other waste, pollutants or hazardous substances or waste, or discharges and air and other emissions) as well as land use and development.

Existing laws also impose obligations to clean up contaminated properties, or to pay for the cost of such remediation, often upon parties that did not cause the contamination.

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Although as of the date of this report we have no outstanding borrowings under the existing facility, if and when we do borrow, the restrictions governing this type of indebtedness (such as total debt to EBITDA limitations) could reduce our ability to incur additional indebtedness, engage in certain transactions, or capitalize on acquisition or other business opportunities.

On March 1, 2023, the credit facility was amended to transition it from LIBOR to the secured overnight financing rate (“SOFR”) and to reflect other conforming changes.

We do not expect the transition from LIBOR to have a material impact on our credit facility.

We expect to have capital expenditure requirements, and we may be unable to obtain needed financing on satisfactory terms.

On March 1, 2023, the credit facility was amended to transition it from LIBOR to the secured overnight financing rate (“SOFR”) and to reflect other conforming changes.

We expect to have capital expenditure requirements, and we may be unable to obtain needed financing on satisfactory terms due to inflation and increased interest rates.

We expect to make capital expenditures for the expansion of our biofuels and chemicals production capacity and complementary infrastructure.

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However, if our capital requirements vary materially from those provided for in our current projections, we may require additional financing sooner than anticipated.

A decrease in expected revenues or adverse change in market conditions could make obtaining this financing economically unattractive or impossible.

A decrease in expected revenues, in addition to high rates of inflation and high interest rates currently being experienced and expected to persist in the near-term could make obtaining this financing economically unattractive or impossible.

As a result, we may lack the capital necessary to complete the projected expansions or capitalize on other business opportunities.

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The difficulties of combining acquired operations include, among other things:

operating a significantly larger combined organization;

consolidating corporate technological and administrative functions;

integrating internal controls and other corporate governance matters; and

diverting management’s attention from other business concerns.

operating a significantly larger combined organization;

consolidating corporate technological and administrative functions;

integrating internal controls and other corporate governance matters; and

diverting management’s attention from other business concerns.

In addition, we may not realize all of the anticipated benefits from future acquisitions, such as increased earnings, cost savings, and revenue enhancements, for various reasons, including difficulties integrating operations and personnel, higher and unexpected acquisition and operating costs, unknown liabilities, and fluctuations in markets.

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In addition, some biodiesel customers have developed their own biodiesel standards that are stricter than the ASTM standards.

If we are unable to meet new ASTM standards or our biodiesel customers’

standards cost effectively or at all, our production technology may become obsolete, and our ability to sell biodiesel may be harmed, negatively impacting our revenues and profitability.

If we fail to maintain effective internal control over financial reporting, we might not be able to report our financial results accurately or prevent fraud ;

in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the value of our stock.

If we are unable to meet new ASTM standards or our biodiesel customers’ standards cost effectively or at all, our production technology may become obsolete, and our ability to sell biodiesel may be harmed, negatively impacting our revenues and profitability.

If we fail to maintain effective internal control over financial reporting, we might not be able to report our financial results accurately or prevent fraud ; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the value of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

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If we or our independent registered public accounting firm discover a material weakness, the disclosure of that fact could harm the value of our stock and our business.

The risk of loss of the Company ’

s intellectual property, trade secrets or other sensitive business information or disruption of operations could negatively impact the Company ’

s financial results.

The risk of loss of the Company ’ s intellectual property, trade secrets or other sensitive business information or disruption of operations could negatively impact the Company ’ s financial results.

The Company has information and information processing assets, including intellectual property, trade secrets, and other sensitive, business critical information as well as on-premises and cloud-based business applications critical to conducting business.

In addition, our chemical manufacturing facilities are highly automated using modern computer systems. 

Cyber-attacks affecting the Company, its supply chain or customers could compromise confidential, business critical information, cause a disruption in the Company’s operations, harm the Company's reputation, or endanger the environment if the Company, its suppliers or customers do not effectively prevent, detect and recover from these or other security breaches.

In addition, our chemical manufacturing facilities are highly automated using modern computer systems.

Cyber-incidents affecting the Company, its supply chain or customers could compromise confidential, business critical information, cause a disruption in the Company’s operations, harm the Company's reputation, or endanger the environment if the Company, its suppliers or customers do not effectively prevent, detect and recover from these or other security breaches.

The Company, like many companies today, is the target of industrial espionage, including cyber-attacks.

The Company has determined that these attacks have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information. 

The Company has determined that these cyber-attacks have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information.

When unauthorized access is discovered, the Company reports such situations to governmental authorities for investigation, as appropriate, and takes measures to mitigate any potential impact.

Although management does not believe that the Company has experienced any material losses to date related to these cyber security breaches, there can be no assurance that such losses will not be suffered in the future.

The Company seeks to actively manage the risks within its control that could lead to business disruptions and cyber security breaches through a comprehensive cyber security program that is continuously reviewed (through internal and external, third party, auditing), maintained, and upgraded.

Although management does not believe that the Company has experienced any material losses to date related to these cyber security incidents, there can be no assurance that such losses will not be suffered in the future.

The Company seeks to actively manage the risks within its control that could lead to business disruptions and cyber security incidents through a comprehensive cyber security program that is continuously reviewed (through internal and third party auditing), maintained, and upgraded.

As these threats continue to evolve, particularly around cybersecurity, the Company may be required to expend significant resources to enhance its control environment, processes, practices, and other protective measures.

Despite these efforts, such events could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.  

Confidentiality agreements with customers, employees, and others may not adequately prevent disclosures of confidential information, trade secrets, and other proprietary information.

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We also require employees and consultants to execute confidentiality agreements upon the commencement of their employment or consulting arrangement with us.

These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties.

These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to us are our exclusive property.

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There can be no assurance that we will be able to maintain or establish additional necessary strategic relationships, in which case the opportunity to grow our business may be negatively affected.

There is currently excess renewable fuel  

production capacity and low utilization in the  

industry and if non-operational and underused facilities commence or increase operations, our results of operations may be negatively affected.

There is currently excess renewable fuel production capacity and low utilization in the industry and if non-operational and underused facilities commence or increase operations, our results of operations may be negatively affected.

Many biodiesel plants in the United States do not operate at full capacity.

Further, a number of renewable diesel plants are under construction in the United States as of December 2022, if completed, would add additional renewable fuel production capacity.

The annual production capacity of existing plants and plants under construction far exceeds both historic consumption of renewable fuels in the United States and required consumption under RFS2.

If this excess production capacity was used, it would increase competition for our feedstocks, increase the volume of renewable fuels on the market, and may reduce our biodiesel gross margins, harming our revenues and profitability.

Further, a number of renewable diesel plants are under construction in the United States as of December 2023, and if completed, would add additional renewable fuel production capacity.

The annual production capacity of existing plants and plants under construction far exceeds both historic consumption of renewable fuels in the United States and required consumption under RFS2.

If this excess production capacity was used, it would increase competition for our feedstocks, increase the volume of renewable fuels on the market, and may reduce our biodiesel gross margins, harming our revenues and profitability.

Several biofuel companies throughout the United States have filed for bankruptcy over the last several years due to industry and economic conditions.

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Our business may be negatively impacted by the industry conditions that influenced the bankruptcy proceedings of other biofuel producers, or we may encounter new competition from buyers of distressed biodiesel properties who enter the industry at a lower cost than original plant investors.

We are exposed to credit risk and fluctuations in market values of our investments and cash and cash equivalent portfolio.

We could experience significant declines in the market value of our investment or cash and cash equivalent portfolio.

Credit ratings and pricing of these investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk, or other factors.

As a result, the value and liquidity of our cash, cash equivalents, and marketable securities could decline and result in impairment losses. 

In addition, at various times, we have deposits with certain U.S.

banks in excess of the maximum amounts insured by the U.S.

Federal Deposit Insurance Corporation (the “FDIC").  As of December 31, 2022, we maintained with such banks cash balances of approximately $173.7 million in excess of the amounts insured by the FDIC.

The impact of the COVID-19 pandemic and any future variants still has the potential to disrupt trade and create significant volatility in global financial markets. 

In this scenario, global market values and the value of our investments could experience significant declines.

We are exposed to government credit risk and fluctuations in market values of our cash and cash equivalent portfolio.

We have deposits with certain U.S.

banks in excess of the maximum amounts insured by the U.S.

Federal Deposit Insurance Corporation (the “FDIC”) and holdings in certain United States Government Select Funds.

As of December 31, 2023, we maintained with such banks cash balances of approximately $90.8 million in excess of the amounts insured by the FDIC.

We are exposed to operating risks.

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Disruptions could also occur due to internal factors such as computer or equipment malfunction (accidental or intentional), operator error, or process failures;

or external factors such as computer or equipment malfunction at third-party service providers, natural disasters, pandemic illness, changes in laws or regulations, war or other outbreak of hostilities or terrorism, cyber-attacks, or breakdown or degradation of transportation infrastructure used for delivery of supplies to the Company or for delivery of products to customers. No assurances can be provided that any future disruptions due to these, or other, circumstances will not have a material effect on operations.

or external factors such as computer or equipment malfunction at third-party service providers, natural disasters, pandemic illness, changes in laws or regulations, war or other outbreak of hostilities or terrorism, cyber-incidents, or breakdown or degradation of transportation infrastructure used for delivery of supplies to the Company or for delivery of products to customers.

No assurances can be provided that any future disruptions due to these, or other, circumstances will not have a material effect on operations.

Such disruptions could result in an unplanned event that could be significant in scale and could negatively impact operations, neighbors, and the environment, and could have a negative impact on our results of operations.

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Our stock price may change dramatically as the result of:

(i) announcements of new products or innovations by us or our competitors;

(ii) uncertainty regarding the viability of any of our product initiatives;

(iii) significant customer contracts;

(iv) significant litigation;

(v) the loss of or changes to the BTC or RFS2 mandate;

or (vi) other factors or events that would be expected to affect our business, financial condition, results of operations, and future prospects.

(i) announcements of new products or innovations by us or our competitors; (ii) uncertainty regarding the viability of any of our product initiatives; (iii) significant customer contracts; (iv) significant litigation; (v) uncertainty with respect to changing laws and regulations that impact our business and our ability to take advantage of tax credits such as the BTC and CFPC; or (vi) other factors or events that would be expected to affect our business, financial condition, results of operations, and future prospects.

The market price for our common stock may also be affected by various factors not directly related to our business or future prospects, including the following:

a reaction by investors to trends in our stock rather than the fundamentals of our business;

a single acquisition or disposition, or several related acquisitions or dispositions, of a large number of our shares, including by short sellers covering their position;

the interest of the market in our business sector, without regard to our financial condition, results of operations, or business prospects;

positive or negative statements or projections about us or our industry by analysts and other persons;

the adoption of governmental regulations or government grant programs and similar developments in the United States or abroad that may enhance or detract from our ability to offer our products and services or affect our cost structure; and

a reaction by investors to trends in our stock rather than the fundamentals of our business;

a single acquisition or disposition, or several related acquisitions or dispositions, of a large number of our shares, including by short sellers covering their position;

the interest of the market in our business sector, without regard to our financial condition, results of operations, or business prospects;

positive or negative statements or projections about us or our industry by analysts and other persons;

economic and other external market factors, such as a general decline in market price due to poor economic conditions, investor distrust, or a financial crisis.

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The price of our common stock could decline if one or more equity research analysts downgrade our common stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Novelly or his designees exercises his registration rights, such exercise may have an adverse effect on the market price of our shares of common stock.

Albans Global Management, LLC (“St.

Albans”), an entity affiliated with Mr.

Novelly II, a member of the board, is entitled to demand that the Company register under the Securities Act of 1933, as amended (the “Securities Act”), the resale of all shares of the Company’s common stock beneficially owned by it.

Albans exercises its registration rights with respect to all 17,085,100 shares of the Company’s common stock currently owned by it, there will be an additional 6,637,600 registered shares of common stock available for trading in the public market, which may have an adverse effect on the market price of our common stock.

Novelly, II or his designees exercises his registration rights, such exercise may have an adverse effect on the market price of our shares of common stock.

Albans Global Management, LLC (“St.

Albans”), an entity affiliated with Mr.

We may be suspended or delisted from the New York Stock Exchange if we do not satisfy their continued listing requirements.

Our common stock trades on the NYSE under the symbol “FF”.

Securities admitted to the NYSE may be suspended from dealing or delisted at any time the listed company fails to satisfy certain continued listing criteria.

These criteria could be triggered if, among other things, the number of our publicly-held shares falls below 600,000, the average closing price of our common stock is less than $1.00 per share over a consecutive 30 trading-day period, or we fail to file certain reports with the SEC.

These criteria could be triggered if, among other things, the number of our publicly-held shares fall below 600,000, the average closing price of our common stock is less than $1.00 per share over a consecutive 30 trading-day period, or we fail to file certain reports with the SEC.

As a matter of practice, the NYSE generally gives a listed company notice if any of these criteria are triggered, and generally provides the listed company with certain cure periods.

2 unchanged sentences

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