What changed in this filing

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Item 1A. Risk Factors

2022-03-10 compared with 2021-03-29 · 286 added, 217 removed, 14 unchanged (97% of the section changed)

The risks and uncertainties described below

could materially and adversely affect our business, financial condition and results of operations and could cause actual results

to differ materially from our expectations and projections.

You should read these Risk Factors in conjunction with “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

in Item 7 and our Consolidated Financial Statements

and related notes in Item 8.

There also may be other factors that we cannot anticipate or that are not described in this report

generally because we do not currently perceive them to be material.

Those factors could cause results to differ materially from

our expectations.

pandemic and the efforts to mitigate its impact may have an adverse effect on our business, liquidity, results of operations, financial

condition and price of our securities.

The pandemic involving the novel strain

of coronavirus, or COVID-19, and the measures taken to combat it, may have adverse effect on our business.

Public health authorities

and governments at local, national and international levels have announced various measures to respond to this pandemic.

Some measures

that directly or indirectly impact our business include:

Risks Relating to Our Business

The COVID-19 pandemic and the efforts to mitigate its impact may have an adverse effect on our business, liquidity, results of operations, financial condition and price of our securities.

The pandemic involving the novel strain of coronavirus, or COVID-19, including mutations and variants thereof, and the measures taken to combat it, may have an adverse effect on our business.

Public health authorities and governments at local, state, national and international levels have announced various measures to respond to this pandemic.

Some measures that directly or indirectly impact our business include:

• voluntary or mandatory quarantines;

• restrictions on travel;

● limiting gatherings of people in public places:

at all ports, product delays from overseas.

Although we have been deemed an “essential”

business by state and local authorities in the areas in which we operate, we have undertaken the following measures in an effort

to mitigate the spread of COVID-19 including limiting store business hours and encouraging employees to work remotely if possible.

We also have enacted our business continuity plans, including implementing procedures requiring employees working remotely where

possible which may make maintaining our normal level of corporate operations, quality controls and internal controls difficult.

Moreover, the COVID-19 pandemic has caused temporary or long-term disruptions in our supply chains and/or delays in the delivery

of our inventory.

Further, the COVID-19 pandemic and mitigation efforts have also adversely affected our customers’

condition, resulting in reduced spending for the products we sell.

As events are rapidly changing, we do not

know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or

the full extent of that disruption.

Further, once we are able to restart normal business hours and operations doing so may

take time and will involve costs and uncertainty.

We also cannot predict how long the effects of COVID-19 and the efforts to contain

it will continue to impact our business after the pandemic is under control.

Governments could take additional restrictive measures

to combat the pandemic that could further impact our business or the economy in the geographies in which we operate.

possible that the impact of the pandemic and response on our suppliers, customers and markets will persist for some time after

governments ease their restrictions.

These measures have negatively impacted, and may continue to impact, our business and financial

condition as the responses to control COVID-19 continue.

Economic conditions could adversely

affect our business.

Uncertain global economic conditions, in

particular in light of the COVID-19 pandemic, could adversely affect our business.

Negative global economic trends, such as decreased

consumer and business spending, high unemployment levels and declining consumer and business confidence, pose challenges to our

business and could result in declining revenues, profitability and cash flow.

Although we continue to devote significant resources

to support our brands, unfavorable economic conditions may negatively affect demand for our products.

We face competition that could prohibit

us from developing or increasing our customer base.

The specialty gardening and hydroponic

product industry is highly competitive.

More established gardening companies with much greater financial resources which do not

currently compete with us may be able to easily adapt their existing operations to sales of hydroponic growing equipment.

Our competitors

may also introduce new hydroponic growing equipment, and manufacturers may sell equipment direct to consumers.

Due to this competition,

there is no assurance that we will not encounter difficulties in increasing revenues and maintaining and/or increasing market share.

• public health directives and testing and vaccine mandates;

• social distancing measures;

• supply chain disruptions.

Although we have been deemed an “essential” business by state and local authorities in the areas in which we operate, we have undertaken measures in an effort to mitigate the spread of COVID-19, including limiting store business hours, providing sick leave and encouraging employees to work remotely if possible, which may make maintaining our normal level of revenue generation, human capital retention, corporate operations, quality controls and internal controls difficult.

Moreover, the COVID-19 pandemic has caused disruptions in our supply chains, including increased cost of freight and inventory and delays in the delivery of our inventory.

Further, the COVID-19 pandemic and mitigation efforts have adversely affected our customers’ financial condition, resulting in reduced spending for the products we sell and potential increased collection risk.

As events are rapidly changing, we do not know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or the full extent of that disruption.

Further, once we are able to restart normal business hours and operations, doing so may take time and will involve costs and uncertainty.

We also cannot predict how long the effects of COVID-19 and the efforts to contain it will continue to impact our business after the

pandemic is under control.

Governments could take additional restrictive measures to combat the pandemic that could further impact our business or the economy in the geographies in which we operate.

It is also possible that the impact of the pandemic and response on our suppliers, customers and markets will persist for some time after governments ease their restrictions.

These measures have negatively impacted, and may continue to impact, our business and financial condition as the responses to control COVID-19 continue.

Acquisitions, other strategic alliances and investments could result in operating difficulties, dilution, and other consequences that may adversely impact our business and results of operations.

Acquisitions are an important element of our overall corporate strategy, and these transactions could entail material investments by us and be material to our financial condition and results of operations.

We expect to evaluate and enter into discussions regarding a wide array of potential strategic transactions.

The process of integrating an acquired company, business, or product has created, and will continue to create, unforeseen operating difficulties and expenditures.

The areas where we face risks may include, but are not limited to:

• diversion of management’s time and focus from operating our business to acquisition integration challenges;

• failure to successfully further develop the acquired business or products;

• implementation or remediation of controls, procedures and policies at the acquired company;

• integration of the acquired company’s accounting, human resources and other administrative systems, and coordination of product, engineering and sales and marketing functions;

• transition of operations, users and customers onto our existing platforms;

• failure to recognize expected synergies from an acquisition;

• reliance on the expertise of our strategic partners with respect to market development, sales, local regulatory compliance and other operational matters;

• failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval, under competition and antitrust laws which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of an acquisition;

• cultural challenges associated with integrating employees from the acquired company into our organization, and retention of employees from the businesses we acquire;

• liability for or reputational harm from activities of the acquired company before the acquisition or from our strategic partners, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

• litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties.

Our due diligence may fail to identify all liabilities and risks associated with acquisitions and we may not accurately assess the relative benefits and detriments of making an acquisition and may pay acquisition consideration exceeding the value of the acquired business.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments or strategic alliances could cause us to fail to realize the anticipated benefits of such acquisitions, investments or alliances, incur unanticipated liabilities, and harm our business generally.

Our acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or impairment of goodwill and purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results of operations and cash flows.

Although acquisitions are an important element of our overall corporate strategy, there can be no assurance that we will be able to identify appropriate acquisition targets, successfully acquire identified targets or successfully integrate the business of acquired companies to realize the full, anticipated benefits of such acquisitions.

Economic conditions could adversely affect our business.

Uncertain global economic conditions, in particular in light of the COVID-19 pandemic, could adversely affect our business.

Negative global economic trends, such as decreased consumer and business spending, high inflation and interest rates and declining consumer and business confidence, pose challenges to our business and could result in declining revenues, profitability and cash flow.

Although we continue to devote significant resources to support our brands, unfavorable economic conditions may negatively affect demand for our products.

We face competition that could prohibit us from developing or increasing our customer base.

The specialty gardening and hydroponic product industry is highly competitive.

More established gardening companies with much greater financial resources which do not currently compete with us may be able to easily adapt their existing operations to sales of hydroponic growing equipment.

Our competitors may also introduce new hydroponic growing equipment, and manufacturers may sell equipment direct to consumers.

Due to this competition, there is no assurance that we will not encounter difficulties in increasing revenues and maintaining and/or increasing market share.

In addition, increased competition may lead to reduced prices and/or margins for products we sell.

Our business depends substantially

on the continuing efforts of our executive officers and our business may be severely disrupted if we lose their services.

Our future success depends substantially

on the continued services of our executive officers, especially our Chief Executive Officer, Darren Lampert, our President, Michael

Salaman, and our Chief Operating Officer, Tony Sullivan.

We do not maintain key man life insurance on any of our executive officers

and directors.

If one or more of our executive officers are unable or unwilling to continue in their present positions, we may

not be able to replace them readily, if at all.

Therefore, our business may be severely disrupted, and we may incur additional

expenses to recruit and retain new officers.

Litigation may adversely affect our

business, financial condition and results of operations.

From time to time in the normal course

of our business operations, we may become subject to litigation that may result in liability material to our financial statements

as a whole or may negatively affect our operating results if changes to our business operation are required.

The cost to defend

such litigation may be significant and may require a diversion of our resources.

There also may be adverse publicity associated

with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid

or whether we are ultimately found liable.

As a result, litigation may adversely affect our business, financial condition and results

of operations.

Certain of our products may be purchased

for use in new and emerging industries or segments and/or be subject to varying, inconsistent, and rapidly changing laws, regulations,

administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions.

We sell hydroponic gardening products that

end users may purchase for use in new and emerging industries or segments, including the growing of cannabis, that may not grow

or achieve market acceptance in a manner that we can predict.

The demand for these products depends on the uncertain growth of

these industries or segments.

In addition, we sell products that end

users may purchase for use in industries or segments, including the growing of cannabis, that are subject to varying, inconsistent,

and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer

As a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC require an annual management assessment of the effectiveness of our internal control over financial reporting.

We have hired additional accounting and financial staff, and leveraged outside resources, with appropriate public company experience and technical accounting knowledge to compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

During the evaluation and testing process of our internal controls, we identified material weaknesses in our internal control over financial reporting and are therefore unable to certify that our internal control over financial reporting is effective.

We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.

Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We identified material weaknesses in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected

In connection with the audit of our financial statements for fiscal year ended December 31, 2021, we and our independent registered public accounting firm identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management identified certain material weaknesses as discussed in Item 9A of this report.

These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

We have taken several actions towards remediating these material weaknesses as discussed in Item 9A of this report.

Although we have taken steps to address the material weaknesses, we are still in the process of completing the remediation and the steps we are taking may not be sufficient to remediate our material weaknesses or prevent future material weaknesses or significant deficiencies from occurring.

We can give no assurance that additional material weaknesses in our internal control over financial reporting will not be identified in the future.

Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements and cause us to fail to meet our reporting obligations.

If we are unable to hire and retain employees, we may not be able to implement our business plan and our business may be materially adversely affected.

Our future success depends to a large extent on our ability to attract, hire, train and retain qualified managerial, operational and other personnel.

We face significant competition for diverse, qualified and experienced employees in our industry and from other industries and, as a result, we may be unable to attract and retain the personnel needed to successfully conduct and grow our operations.

The COVID-19 pandemic has also exacerbated these risks, and its impact on labor markets may continue to disrupt our ability to attract and retain personnel for an extended period of time.

In addition, we do not maintain key man life insurance on any of our executive officers and directors.

Key personnel, including members of management, may leave and compete against us.

If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all.

Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers.

At present, we believe we have the necessary key personnel to carry out our business plans, but if we are unable to hire and retain qualified personnel, our business will be materially adversely affected.

Litigation may adversely affect our business, financial condition and results of operations.

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operation are required.

The cost to defend such litigation may be significant and may require a diversion of our resources.

There also may be adverse publicity associated with litigation that could negatively affect customer, vendor and industry perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable.

As a result, litigation may adversely affect our business, financial condition and results of operations.

There can be no assurance that future developments related to pending claims or claims filed in the future, whether as a result of adverse outcomes or as a result of significant defense costs, will not have a material effect on our financial condition, results of operations or cash flows.

We believe that our assessment of contingencies is reasonable and that the related accruals, in the aggregate, are adequate;

however, there can be no assurance that the final resolution of these matters will not have a material effect on our financial condition, results of operations or cash flows.

Legal Proceedings for discussion of current legal proceedings and accruals.

We may not successfully develop new products or improve existing products, or successfully manage various risks that we may be exposed to in connection with our proprietary brand offerings.

We expect to continue to grow our portfolio of proprietary brand offerings and have invested in development and procurement resources and marketing efforts relating to our proprietary brand offerings to meet evolving consumer needs.

We cannot be certain that we will be successful in developing, manufacturing and marketing new products or product innovations which satisfy consumer needs or achieve market acceptance, or that we will develop, manufacture and market new products or product innovations in a timely manner.

If we fail to successfully develop, manufacture and market new products or product innovations, or if we fail to reach existing and potential consumers, our ability to maintain or grow our market share may be adversely affected, which in turn could materially adversely affect our business, financial condition and results of operations.

In addition, the development and introduction of new products and product innovations require substantial development and marketing expenditures, which we may be unable to recoup if such new products or innovations do not achieve market acceptance.

Although we believe that our proprietary brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our proprietary brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:

• Potential mandatory or voluntary product recalls;

• Increased regulatory compliance burdens and potential product liability exposure;

• Potential competition with our vendors’ products, which may adversely affect our vendor relationships;

• Our ability to successfully obtain, maintain, protect and enforce our intellectual property and proprietary rights (including defending against counterfeit, grey-market, infringing or otherwise unauthorized goods);

• Our ability to successfully navigate and avoid claims related to the proprietary rights of third parties.

Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business.

As a result of building and continuing to build our proprietary brands and new product technologies, we may become party to, or threatened with, adversarial proceedings or litigation regarding intellectual property or proprietary rights with respect to our products and technology, including proceedings before the United States Patent and Trademark Office and/or non-U.S.

opposition proceedings.

A successful claim of trademark, patent or other intellectual property or proprietary right infringement, misappropriation or other violation against us, or any other successful challenge to the use of our intellectual property and proprietary rights, could subject us to damages or prevent us from providing certain products or services, or using certain of our recognized brand names, which could have a material adverse effect on our business, financial condition and results of operations.

As a result of any such infringement claims, or other intellectual property claims, regardless of merit, or to avoid potential claims, we may choose or be compelled to seek intellectual property licenses from third parties.

These licenses may not be available on acceptable terms, or at all.

Any such license would likely obligate us to pay license fees, royalties, minimum royalties and/or milestone payments and the rights granted to us could be nonexclusive, which would mean that our competitors may be able to obtain licenses to the same intellectual property.

Ultimately, we could be prevented from commercializing a product and/or technology or be forced to cease some aspect of our business operations if, as a result of actual or threatened infringement or other intellectual property claims, we are unable to enter into licenses of the relevant intellectual property on acceptable terms.

Further, if we attempt to modify a product and/or technology or to develop alternative methods or products in response to infringement or other intellectual property claims or to avoid potential claims, we could incur substantial costs, encounter delays in product introductions or interruptions in sales.

If our owned or in-licensed trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

The registered or unregistered trademarks, trade names and service marks that we own or in-license from third parties may be challenged, infringed, circumvented, declared generic or determined to be infringing on or dilutive of other marks.

Additionally, at times, competitors may adopt trademarks, trade names or service marks similar to the ones we own or in-license, thereby impeding our ability to build brand identity and possibly leading to market confusion.

In addition, there could be potential trademark, trade name or service mark infringement claims brought against us or our licensors by owners of other trademarks, trade names and service marks.

If we are unable to establish name recognition based on our owned and in-licensed trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected.

We may also license our trademarks, trade names and service marks out to third parties, such as our distributors.

Though these license agreements may provide guidelines for how our trademarks, trade names and service marks may be used, a breach of these agreements or misuse of our trademarks, trade names and service marks by our licensees may jeopardize our rights in or diminish the goodwill associated with our trademarks and trade names.

Any efforts to enforce or protect our intellectual property and proprietary rights related to trademarks, trade names and service marks may be ineffective and could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, results of operations and prospects.

Certain of our products may be purchased for use in new and emerging industries or segments and/or be subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions.

We sell hydroponic gardening products that end users may purchase for use in new and emerging industries or segments, including the growing of cannabis, that may not grow or achieve market acceptance in a manner that we can predict.

The demand for these products depends on the uncertain growth of these industries or segments.

In addition, we sell products that end users may purchase for use in industries or segments, including the growing of cannabis, that are subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions.

For example, certain countries and 36 U.S.

states have adopted frameworks that authorize, regulate, and tax the cultivation,

processing, sale, and use of cannabis for medicinal and/or non-medicinal use, while the U.S.

Controlled Substances Act and the

laws of other U.S.

states have adopted frameworks that authorize, regulate, and tax the cultivation, processing, sale, and use of cannabis for medicinal and/or non-medicinal use, while the U.S.

Controlled Substances Act and the laws of other U.S.

states prohibit growing cannabis.

Our hydroponic gardening products are multi-purpose

products designed and intended for growing a wide range of plants and are generally purchased from retailers by end users who may

grow any variety of plants, including cannabis.

Although the demand for our products may be negatively impacted depending on how

laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions develop,

we cannot reasonably predict the nature of such developments or the effect, if any, that such developments could have on our business.

Acquisitions,

other strategic alliances and investments could result in operating difficulties, dilution, and other harmful consequences that

may adversely impact our business and results of operations.

Acquisitions are an important element of

our overall corporate strategy and use of capital, and these transactions could be material to our financial condition and results

of operations.

We expect to continue to evaluate and enter into discussions regarding a wide array of potential acquisitions and

strategic transactions.

The areas where we may face risks in connection with acquisitions include, but are not limited to, the

failure to successfully further develop the acquired business, the implementation or remediation of controls, procedures and policies

at the acquired business, the transition of operations, users and customers onto our existing platforms, and cultural challenges

associated with integrating employees from the acquired business into our organization, and retention of employees from the businesses

Our failure to address these risks or other problems encountered in connection with our acquisitions could cause us

to fail to realize the anticipated benefits of such acquisitions, investments or alliances, incur unanticipated liabilities, and

harm our business generally.

Our acquisitions could also result in dilutive

issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or impairment of goodwill

and purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results of operations

and cash flows.

Also, the anticipated benefits and synergies of many of our acquisitions may not materialize.

If product liability lawsuits are

brought against us, we may incur substantial liabilities.

We face a potential risk of product liability

as a result of any of the products that we offer for sale.

For example, we may be sued if any product we sell allegedly causes

injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale.

Any such product liability

claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product,

negligence, strict liability and a breach of warranties.

Our hydroponic gardening products are multi-purpose products designed and intended for growing a wide range of plants and are generally purchased from retailers by end users who may grow any variety of plants, including cannabis.

Although the demand for our products may be negatively impacted depending on how laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions develop, we cannot reasonably predict the nature of such developments or the effect, if any, that such developments could have on our business.

Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows.

International, federal, state, provincial and local laws and regulations relating to environmental, health and safety matters affect us in several ways in light of the ingredients that are used in products included in our growing media and nutrients product lines.

In the U.S., products containing pesticides generally must be registered with the Environmental Protection Agency ("EPA"), and similar state agencies before they can be sold or applied.

The failure by us or one of our business relationships to obtain or the cancellation of any such registration, or the withdrawal from the marketplace of such pesticides, could have an adverse effect on our businesses, the severity of which would depend on the products involved, whether other products could be substituted and whether our competitors were similarly affected.

The pesticides we use are either granted a license by the EPA or exempt from such a license and may be evaluated by the EPA as part of its ongoing exposure risk assessment.

The EPA may decide that a pesticide we distribute will be limited or will not be re-registered for use in the U.S.

We cannot predict the outcome or the severity of the effect on our business of any future evaluations, if any, conducted by the EPA.

In addition, certain of our pesticide products are subject to complex and overlapping laws and regulation by various international, federal, state, provincial and local environmental and public health agencies.

Even if we are able to comply with all such laws and regulations and obtain all necessary registrations and licenses, the pesticides or other products could nonetheless be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances.

The costs of compliance, noncompliance, investigation, remediation, combating reputational harm or defending civil or criminal proceedings, products liability, personal injury or other lawsuits could have a material adverse impact on our reputation, businesses, financial position, results of operations and cash flows.

If product liability lawsuits are brought against us, we may incur substantial liabilities.

We face a potential risk of product liability as a result of any of the products that we offer for sale.

For example, we may be sued if any product we sell allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale.

Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties.

Claims could also be asserted under state consumer protection acts.

we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities.

Even successful

defense would require significant financial and management resources.

Regardless of the merits or eventual outcome, liability claims

may result in:

If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities.

Even successful defense could require significant financial and management resources.

Regardless of the merits or eventual outcome, liability claims may result in:

• decreased demand for products that we may offer for sale;

1 unchanged sentence

• costs to defend the related litigation;

a diversion of management’s time and our resources;

• a diversion of management’s time and our resources;

• substantial monetary awards to trial participants or patients;

1 unchanged sentence

• a decline in our stock price.

We do not maintain any product liability

Our inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential

product liability claims could prevent or inhibit the commercialization of products we developed.

Even if we obtain product liability

insurance in the future, we may have to pay amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations

or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts.

We may acquire businesses or products,

or form strategic alliances, in the future, and we may not realize the benefits of such acquisitions.

We may acquire additional businesses or

products, form strategic alliances or create joint ventures with third parties that we believe will complement or augment our existing

If we acquire businesses with promising markets or products, we may not be able to realize the benefit of acquiring such

businesses if we are unable to successfully integrate them with our existing operations and company culture.

We may encounter numerous

difficulties in developing, manufacturing and/or marketing any new products resulting from a strategic alliance or acquisition

that delay or prevent us from realizing their expected benefits or enhancing our business.

We cannot assure you that, following

any such acquisition, we will achieve the expected synergies to justify the transaction.

We do not maintain any product liability insurance.

Our inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we developed.

Even if we obtain product liability insurance in the future, we may have to pay amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts.

Damage to our reputation could have an adverse effect on our business.

Maintaining our strong reputation is a key component in our success.

Product recalls, disputes and litigation, unauthorized employee statements on social media, our inability to ship, sell or transport our products and other matters may harm our reputation and acceptance of our products, which may materially and adversely affect our business operations, decrease sales and increase costs.

In addition, perceptions that the products we distribute and market are not safe could adversely affect us and contribute to the risk we will be subjected to legal action.

We distribute and market a variety of products, such as nutrients and growing media.

On occasion, allegations or news reports may be made that some of these products have failed to perform up to expectations or have caused damage or injury to individuals or property.

In addition, our products or their use by our

customers may be alleged to be damaging to the environment.

Public perception that the products we distribute or market harm human health or the environment could impair our reputation, involve us in litigation, damage our brand names and have a material adverse effect on our business.

Our operations may be impaired if our information technology systems, or those of our third-party vendors, fail to perform adequately or if we or our third-party vendors are the subject of a data breach or cyber-attack.

We rely on information technology systems to conduct business, including communicating with employees and our distribution centers, ordering and managing materials from suppliers, selling and shipping products to retail customers and analyzing and reporting results of operations, as well as for storing sensitive, personal and other confidential information.

While we have taken steps to ensure the functionality and security of our information technology systems, our measures or those of our third-party vendors may not be effective and our or our third-party vendors’ systems may nevertheless be vulnerable to computer viruses, security breaches and other disruptions from unauthorized users, as well as failures of such systems to operate as expected.

In addition, as we replace or upgrade our technology systems, or integrate new systems, issues may arise, such as failure of such systems to perform as expected, that disrupt our business and cause us to incur unanticipated expenditures.

If our or our third-party vendors’ information technology systems are damaged or cease to be available or function properly, whether as a result of a significant cyber incident or otherwise, our ability to communicate, coordinate supply chain, inventory and ordering, manage internal and external reporting, and operate quality controls and internal controls could be significantly impaired, which may adversely impact our business.

Additionally, the techniques used to obtain unauthorized, improper or illegal access to information technology systems are constantly evolving, may be difficult to detect quickly and often are not recognized until after they have been launched against a target.

We may be unable to anticipate these techniques, react in a timely manner or implement adequate preventative or remedial measures.

Any operational failure or breach of security from these increasingly sophisticated cyber threats could lead to the loss or disclosure of both our and third-party information, which could result in expensive and time-consuming regulatory or other legal proceedings and have a material adverse effect on our business and reputation.

In addition, we may incur significant costs and operational consequences in connection with investigating, mitigating, remediating, eliminating and putting in place additional tools and devices designed to prevent future actual or perceived security incidents, as well as in connection with complying with any notification or other obligations resulting from any security incidents.

Because we do not control our third-party vendors, or the processing of data by our third-party vendors, our ability to monitor our third-party vendors’ data security is limited and we cannot ensure the integrity or security of the measures they take to protect and prevent the loss of our or our consumers’ data.

As a result, we are subject to the risk that cyber-attacks on, or other security incidents affecting, our third-party vendors may adversely affect our business even if an attack or breach does not directly impact our systems.

We occupy many of our facilities under long-term non-cancellable leases, and we may be unable to renew our leases at the end of their terms.

Many of our facilities and distribution centers are located on leased premises subject to non-cancellable leases.

Typically, our leases have initial terms ranging from three to ten years, with options to renew for specified periods of time.

We believe that our future leases will likely also be long-term and non-cancellable and have similar renewal options.

If we close or stop fully utilizing a facility, we will most likely remain obligated to perform under the applicable lease, which would include, among other things, making the base rent payments, and paying insurance, taxes and other expenses on the leased property for the remainder of the lease term.

Our inability to terminate a lease when we stop fully utilizing a facility or exit a market can have a significant adverse impact on our financial condition, operating results and cash flows.

In addition, at the end of the lease term and any renewal period for a facility, we may be unable to renew the lease without substantial additional cost, if at all.

If we are unable to renew our facility leases, we may close or relocate a facility, which could subject us to construction and other costs and risks, which in turn could have a material adverse effect on our business and operating results.

Further, we may not be able to secure a replacement facility in a location that is as commercially viable, including access to rail service.

Having to close a facility, even briefly to relocate, could reduce the sales that such facility would have contributed to our revenues.

The estimates and judgments we make, or the assumptions on which we rely, in preparing our consolidated financial statements could prove inaccurate.

The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, the amounts of charges accrued by us and related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

We cannot assure, however, that our estimates, or the assumptions underlying them, will not change over time or otherwise prove inaccurate.

Any potential

litigation related to the estimates and judgments we make, or the assumptions on which we rely, in preparing our consolidated financial statements could have a material adverse effect on our financial results, harm our business, and cause our share price to decline.

In order to increase our sales and marketing infrastructure, we will need to grow the size of our organization, increase our product offerings and expand our sales channels, and we may experience difficulties in managing this growth.

As we continue to work to expand our business, we will need to expand the size of our employee base for managerial, operational, sales, marketing, financial and other resources, increase our product offerings, including the development of our own proprietary brands, and expand our sales channel, such as expansion of e-commerce methods and opening of new stores.

Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate and integrate additional employees and customer and vendor relationships.

In addition, our management may have to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities.

Our future financial performance and our ability to continue to grow our operation and compete in the hydroponics industry effectively will depend, in part, on our ability to effectively manage any future growth.

Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows.

We are subject to income and other taxes in the U.S.

federal jurisdiction and various local, state and foreign jurisdictions.

Our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets (such as net operating losses and tax credits) and liabilities, changes in tax laws and the discovery of new information in the course of our tax return preparation process.

In particular, the carrying value of deferred tax assets, which are predominantly related to our operations in the U.S., is dependent on our ability to generate future taxable income of the appropriate character in the relevant jurisdiction.

From time to time, tax proposals are introduced or considered by the U.S.

Congress or the legislative bodies in local, state and foreign jurisdictions that could also affect our tax rate, the carrying value of our deferred tax assets, or our tax liabilities.

Our tax liabilities are also affected by the amounts we charge for inventory, services, licenses and funding.

We are subject to ongoing tax audits in various jurisdictions.

In connection with these audits (or future audits), tax authorities may disagree with our determinations and assess additional taxes.

We regularly assess the likely outcomes of our audits in order to determine the appropriateness of our tax provision.

As a result, the ultimate resolution of our tax audits, changes in tax laws or tax rates, and the ability to utilize our deferred tax assets could materially affect our tax provision, net income and cash flows in future periods.

If we need additional capital to fund our operations, we may not be able to obtain sufficient capital and may be forced to limit the scope of our operations.

In connection with our growth strategies, an economic downturn, decline in the performance of our business, or other adverse circumstances, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments.

There can be no assurance that additional capital will be available to us, including as a result of our relationship with the cannabis industry.

If we cannot obtain sufficient capital to fund our operations, we may be forced to limit the scope of our expansion.

We are subject to a number of risks related to credit card and debit card payments we accept.

We accept payments through credit card and debit card transactions, and such payment methods are becoming increasingly popular with our customers.

For credit card and debit card payments, we pay interchange and other fees, which may increase over time.

An increase in those fees would require us to either increase the prices we charge for our products which could cause us to lose customers or suffer an increase in our operating expenses, either of which could harm our operating results.

If we or any of our processing vendors have problems with our billing software, or the billing software malfunctions, it could have an adverse effect on our customer satisfaction and could cause one or more of the major credit card companies to disallow our continued use of their payment products.

In addition, if our billing software fails to work properly and, as a result, we do not automatically charge our customers’ credit cards, debit cards or bank accounts on a timely basis or at all, we could lose revenues, which would harm our operating results.

If we fail to adequately control fraudulent credit card and debit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher credit card and debit card related costs, each of which could adversely affect our

business, financial condition and results of operations.

The termination of our ability to process payments on any major credit or debit card would significantly impair our ability to operate our business.

We are subject to collection risk that can impact the results of our operations.

We extend credit to customers in the ordinary course of our business in the form of accounts receivable and promissory notes.

We seek to ensure our customers are creditworthy before extending credit, but we cannot guarantee that we will receive repayment in full.

The industries we serve are also newer and more fragmented, and some of our counter parties are smaller and/or newer businesses and therefore may be higher credit risk.

In addition, we may seek to strategically deploy capital in new markets, or with new business partners.

Such new markets or partners may present higher risk.

A significant interruption in the operation of our or our suppliers’ facilities could impact our capacity to produce products and service our customers, which could adversely affect revenues and earnings.

If our suppliers are unable to source raw materials in sufficient quantities, on a timely basis, and at acceptable costs, our ability to sell our products may be harmed.

Operations at our suppliers’ facilities are subject to disruption for a variety of reasons, including fire, flooding or other natural disasters, disease outbreaks or pandemics, acts of war, terrorism, government shut-downs and work stoppages.

Some of our key suppliers experienced significant demand and increased volume in recent years.

A significant interruption in the operation of our suppliers’ facilities, especially for those products manufactured at a limited number of facilities, such as our proprietary brand products, could significantly impact our capacity to sell products and service our customers in a timely manner, which could have a material adverse effect on our customer relationships, revenues, earnings and financial position.

The manufacture of some of our products is complex and requires precise, high-quality manufacturing that is difficult to achieve.

We have in the past, and may in the future, experience difficulties in manufacturing our products on a timely, cost-effective basis and in sufficient quantities.

Our failure to achieve and maintain the required high manufacturing standards could result in further delays or failures in product testing or delivery, cost overruns, product recalls or withdrawals, increased warranty costs or other problems that could harm our business and prospects.

In determining the required quantities of our products and the manufacturing schedule, we must make significant judgments and estimates based on historical experience, inventory levels, current market trends and other related factors.

Because of the inherent nature of estimates, there could be significant differences between our estimates and the actual amounts of products we require, which could harm our business and results of operations.

Disruptions in availability or increases in the prices of raw materials sourced by suppliers could adversely affect our results of operations.

We and our suppliers source certain of our products and/or components thereof from outside of the U.S.

The general availability and price of those components can be affected by numerous forces beyond our control, including political instability, trade restrictions and other government regulations, duties and tariffs, price controls, changes in currency exchange rates and weather.

A significant disruption in the availability of any of our key products or components thereof could negatively impact our business.

In addition, increases in the prices of key commodities and other raw materials could adversely affect our ability to manage our cost structure.

Market conditions may limit our ability to raise selling prices to offset increases in product or raw material costs.

For certain products, new sources of supply may have to be qualified under regulatory standards, which can require additional investment and delay bringing a product to market.

If our suppliers that currently, or in the future, sell directly to the retail market in which we conduct our current or future business, enhance these efforts and cease or decrease their sales through us, our ability to sell certain products could be harmed.

Our distribution and sales and marketing capabilities provide significant value to our suppliers.

Distributed brand suppliers sell through us in order to access thousands of retail and commercial customers with short order lead times, no minimum order quantity on individual items, free or minimal freight expense and trade credit terms.

Based on our knowledge and communication with our suppliers, we believe some of our suppliers sell directly to the retail market.

If these suppliers were to cease working with us, or proceed to enhance their direct-to-customer efforts, our product offerings, reputation, operation and business could be materially adversely effected.

Risks Relating to the Cannabis Industry

We are subject to a number of risks associated with the cannabis industry, because cannabis is illegal under federal law.

Under the United States Controlled Substances Act of 1970 (the “CSA”), the U.S.

Government lists cannabis as a Schedule I controlled substance (i.e., deemed to have no medical value), and accordingly the manufacturing (cultivation), sale, or possession of cannabis is federally illegal.

The United States Supreme Court has ruled in 2001 that the federal government has the right to regulate and criminalize cannabis, even for medical purposes.

The illegality of cannabis under federal law preempts state laws that legalize its use.

Therefore, strict enforcement of federal law regarding cannabis would likely adversely affect our revenues and results of operations.

Recent bankruptcy rulings have denied bankruptcies for cannabis dispensaries upon the justification that businesses cannot violate federal law and then claim the benefits of federal bankruptcy for the same activity and upon the justification that courts cannot ask a bankruptcy trustee to take possession of, and distribute cannabis assets as such action would violate the CSA.

Therefore, we may have difficulties collecting outstanding payments if any of our customers in the cannabis industry declare bankruptcy.

In addition, insurance that is otherwise readily available, such as general liability and directors and officer’s insurance, may be more difficult or impossible to find, and more expensive.

Participants in the cannabis industry have difficulty accessing the service of banks, which makes it difficult for us to operate.

Despite rules issued by the United States Department of the Treasury mitigating the risk to banks that do business with cannabis companies permitted under state law, as well as guidance from the United States Department of Justice, banks remain wary to accept funds from businesses in the cannabis industry or serving the cannabis industry, such as ours.

So far we have been able to find certain banking institutions willing to provide banking services to us;

however, there can be no assurance that we will be able to maintain these banking relationships since the production, sale and use of cannabis remains illegal under federal law.

An inability to open and maintain bank accounts may make it difficult for us and our customers to do business.

In addition, we have a high volume of cash transactions, which exposes us to associated risks of holding large sums of cash, such as theft and embezzlement, as well as potential seizures of cash by federal authorities if they determine such cash is tied to activities that are illegal under federal law.

If cannabis were to become legal under federal law, its sale and use could become regulated by the Food and Drug Administration ("FDA") or another federal agency, which could result in a decrease in cannabis sales and have a material adverse impact on the demand for our products.

We sell our products through third-party retailers and resellers which do not exclusively sell to the cannabis industry.

Some of our products are sold to cannabis industry participants and used in connection with cannabis businesses that are subject to federal and state controlled substance laws and regulations.

If cannabis were to become legal under federal law, its sale and use could become regulated by the FDA or another federal agency and extensive regulations may be imposed on the sale or use of cannabis.

Such regulations could result in a decrease in cannabis sales and have a material adverse impact on the demand for our products.

If we or our customers who are participants in the cannabis industry are unable to comply with any applicable regulations and/or registration prescribed by the FDA, we may be unable to continue to transact with retailers and resellers who sell products to cannabis businesses and/or our financial condition may be adversely impacted.

In addition, federal legalization, or legalization in foreign countries such as Mexico, may significantly increase competition and consolidation in our and our customers’ markets.

If we do not manage to successfully compete in such an environment, our revenues and results of operations will be adversely affected.

Risks Related to Our Common Stock

There are risks, including stock market

volatility, inherent in owning our common stock.

The market price and volume of our common

stock have been, and may continue to be, subject to significant fluctuations.

These fluctuations may arise from general stock market

conditions, the impact of risk factors described herein on our results of operations and financial position, or a change in opinion

in the market regarding our business prospects or other factors, many of which may be outside our immediate control.

The shares of our common stock may

experience substantial dilution by exercises of outstanding warrants and options.

As of the date hereof, we had outstanding

warrants to purchase an aggregate of 1,393,472 shares of our common stock at a weighted average exercise price of $7.49 per share,

and options to purchase an aggregate of 1,803,108 shares of our common stock (out of which 1,057,734 are vested as of this date)

at a weighted average exercise prices of $3.92 per share.

The exercise of such outstanding options and warrants will result in

substantial dilution of your investment.

In addition, our shareholders may experience additional dilution if we issue common stock

in the future.

Any of such dilution may have adverse effect on the price of our common stock.

We are an “emerging growth

company,”

and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,”

which could make our common stock less attractive to investors.

We are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging

growth company,”

we intend to take advantage of certain exemptions from various reporting requirements applicable to other

public companies but not to “emerging growth companies,”

including, but not limited to, not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an

“emerging growth company”

for up to five years, or until the earliest of (i) the last day of the first fiscal year

in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer”

in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates

exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which

we have issued more than $1 billion in non-convertible debt during the preceding three year period.

For as long as we remain an “emerging

growth company”

as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not “emerging growth companies.”

Additionally, we are a “smaller reporting

company”

as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of

certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary

shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during

such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements

with other public companies difficult or impossible.

After we are no longer an “emerging

growth company,”

we expect to incur additional management time and cost to comply with the more stringent reporting requirements

applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act.

We cannot predict or estimate the amount of additional costs we may incur

or the timing of such costs.

There are risks, including stock market volatility, inherent in owning our common stock.

The market price and volume of our common stock have been, and may continue to be, subject to significant fluctuations.

These fluctuations may arise from general stock market conditions, the impact of risk factors described herein on our

results of operations and financial position, or a change in opinion in the market regarding our business prospects or other factors, many of which may be outside our immediate control.

In addition, COVID-19 and related government responses to address the COVID-19 pandemic may cause sudden and extreme changes in our stock price.

Since COVID-19 was first reported, the volatility of U.S.

equity markets increased to historic levels.

This may cause extreme fluctuations in the market price of our stock.

We cannot predict if and when these fluctuations will decrease or increase.

In addition to general market conditions, the market price of our stock may become volatile or decline due to actual or anticipated impact of COVID-19 on our financial condition and results of operations.

We may incur indebtedness that ranks senior or equally to our common stock as to liquidation preference and other rights and which may dilute our stockholders’ ownership interest.

Shares of our common stock are common equity interests in us and, as such, will rank junior to all of our existing and future indebtedness and other liabilities.

In addition, any additional capital raised through the sale of equity or equity-backed securities may dilute our stockholders’ ownership percentages and could also result in a decrease in the market value of our common stock.

Our security holders may be diluted by future issuances of securities by us.

The market price of our common stock could be negatively affected by future sales of our common stock.

In the future, we may issue our authorized but previously unissued equity securities, including additional shares of capital stock or securities convertible into or exchangeable for our capital stock.

Such issuance of additional securities would dilute the ownership stake in us held by our existing stockholders and could adversely affect the value of our securities.

As of the date hereof, we had outstanding warrants to purchase an aggregate of 331 thousand shares of our common stock at a weighted average exercise price of $ 22.14 per share, and options to purchase an aggregate of 906 thousand shares of our common stock (out of which 836 thousand are vested as of this date) at a weighted average exercise prices of $ 4.38 per share.

The exercise of such outstanding options and warrants will result in substantial dilution of our security holders.

In the future, we may also issue additional shares of our common stock, warrants or other securities that are convertible into or exercisable for the purchase of shares of our common stock in connection with hiring and/or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes.

The future issuance of any such additional shares of our common stock or other securities, for any reason including those stated above, may have a negative impact on the market price of our common stock.

There can be no assurance that the issuance of any additional shares of common stock, warrants or other convertible securities may not be at a price (or exercise prices) below the price of the common stock offered hereby.

If our existing stockholders, our directors, their affiliates, or our executive officers, sell a substantial number of shares of our common stock in the public market, the market price of our common stock could decrease significantly.

The perception in the public market that these stockholders might sell our common stock could also depress the market price of our common stock and could impair our future ability to obtain capital, especially through an offering of equity securities.

If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors.

We do not have any control over these analysts.

If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline.

If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

UNRESOLVED STAFF COMMENTS

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