What changed in this filing

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Item 1A. Risk Factors

2024-03-07 compared with 2023-03-07 · 76 added, 80 removed, 478 unchanged (25% of the section changed)

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Risks Related to Our Business

• Our potash sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

• We are working to expand our sales of Trio ® , and our sales and results of operations could be negatively impacted if we are unsuccessful in our plans.

• We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, or other events, which could adversely impact our financial condition and results of operations.

• A decline in oil and gas drilling or a reduction in the use of potash in drilling fluids could decrease our revenue.

• Our potash and Trio ® sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

• We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, restrictions on water use, or other events, which could adversely impact our financial condition and results of operations.

• A decline in oil and gas drilling could decrease our revenue.

• We may alter or expand our operations or continue to pursue acquisitions, which could adversely affect our business if we are unable to manage any expansion or acquisition effectively.

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• Future indebtedness could adversely affect our financial condition and impair our ability to operate our business.

• Adverse conditions in the global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

• Adverse conditions in the domestic and global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

• Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

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Risks Related to Compliance, Regulatory and Legal

• Changes in laws and regulations affecting our business, or changes in enforcement practices, could have an adverse effect on our financial condition or results of operations.

• Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations.

• If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected.

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• The price of our common stock may be volatile, and you could lose all or part of your investment.

• The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely the market price of our common stock.

• The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely affect the market price of our common stock.

• We do not anticipate paying cash dividends on our common stock.

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Risks Related to Our Business

Our potash sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

The market for potash is cyclical, and the prices and demand for potash can fluctuate significantly.

Our potash and Trio ® sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

The market for potash and Trio ® is cyclical, and the prices and demand for potash and Trio ® can fluctuate significantly.

Periods of high demand, increasing profits, and high-capacity utilization lead to new plant investment and increased production.

This growth continues until the market is over-saturated, leading to decreased prices and lower-capacity utilization until the cycle repeats.

Despite near-term supply disruptions from the Russia-Ukraine conflict, global productive capacity remains higher than demand and significant brownfield and greenfield expansion projects are in progress.

Despite supply disruptions from the Russia-Ukraine conflict in 2022 and 2023, global productive capacity remains higher than demand and significant brownfield and greenfield expansion projects are in progress.

As a result of these factors, the prices and demand for potash can be volatile.

This volatility can reduce profit margins and negatively affect our results of operations.

of our potash into the spot market in the U.S.

In addition, there is no active hedge market for potash as there is for many other commodities.

We sell most of our potash and Trio ® into the spot market in the U.S.

In addition, potash and Trio ® do not have active hedge markets like many other commodities have.

As a result, we do not have protection from this price and demand volatility.

We are working to expand our sales of Trio ® , and our sales and results of operations could be negatively impacted if we are unsuccessful in our plans.

One of our strategies is to continue to expand our sales of Trio ® in domestic and select international markets.

Our expansion efforts may not be successful, which would temper any Trio ® sales growth.

With respect to international sales, it is difficult to determine if or how international demand and pricing for Trio ® may develop.

Our international sales often result in lower gross margins than domestic sales due to higher costs.

These costs could include higher transportation costs, importation costs, and costs associated with duties, trade requirements, or other import or export control laws and regulations.

We also face price pressure and competition in some international markets where substitutes are more prevalent.

Any of these items could negatively impact our results of operations.

In addition, international sales may occur on an irregular basis, which could cause volatility in our inventories and our results of operations.

See also " International sales could present risks to our business.

We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, or other events, which could adversely impact our financial condition and results of operations.

We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, restrictions on water use, or other events, which could adversely impact our financial condition and results of operations.

We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for industrial uses such as in the oil and gas services industry.

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If there are changes in state or federal regulations regarding oil and gas production or water usage, this could materially impact our ability to monetize our water rights.

Third parties regularly challenge our applications to the OSE to change our water rights permits so that we authorized to sell water to oil and gas producers.

Third parties regularly challenge our applications to the OSE to change our water rights permits so that we are authorized to sell water to oil and gas producers.

We may not be successful in our efforts to obtain the requisite permit changes.

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Any decrease in our water rights could materially impact our ability to monetize our water rights.

A decline in oil and gas drilling or a reduction in the use of potash in drilling fluids could decrease our revenue.

A portion of our revenue comes from the sale of water and potassium chloride for use in oil and gas development.

A decline in oil and gas drilling, especially in the Permian Basin, could reduce our sales of water and potassium chloride.

For example, the decline in oil and gas drilling in 2020 due to restrictions implemented by local, state and federal authorities in response to the COVID-19 pandemic and the resulting impacts of these restrictions on the global economy as a whole, reduced our sales of water and potassium chloride into industrial markets in 2020 and the first quarter of 2021.

A decline in oil and gas drilling could decrease our revenue.

A portion of our revenue comes from the sale of water, brines, and potassium chloride for use in oil and gas development.

We also generate revenue from the sale of caliche, a produced water royalty, and various surface use agreements with operators.

A decline in oil and gas drilling, especially in the Permian Basin, could reduce our sales of water, brines, and potassium chloride and result in reduced revenue from our other oilfield related offerings.

For example, the decline in oil and gas drilling in 2020 due to restrictions implemented by local, state and federal authorities in response to the COVID-19 pandemic and the resulting impacts of these restrictions on the global economy as a whole, reduced our sales of water, brine, and potassium chloride and revenue for other oilfield related offerings into industrial markets in 2020 and the first quarter of 2021.

In addition, oil and gas developers are regularly looking for ways to use more produced water instead of fresh water in oil and gas development and operations.

Also, there are other products available that have some of the same clay-inhibiting properties as our potassium

Also, there are other products available that have some of the same clay-inhibiting properties as our potassium chloride.

These alternative products could temporarily or permanently replace some of our sales of water or potassium chloride.

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For example, in 2019 we purchased water and real property assets in southeastern New Mexico, which we refer to as Intrepid South, in an effort to expand our water sales and other revenue from the oil and gas industry.

We may also enter into new or complementary businesses that expand our product offerings beyond our existing assets, which may include leveraging our existing oil and gas businesses in southeast New Mexico and expand into additional oil and gas midstream and upstream activities.

oil and gas midstream and upstream activities.

For instance, as part of this strategy, in May 2020, we acquired an 11% equity stake in the W.D.

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As purchasers have gained increased confidence in our ability to supply this product closer to the traditional spring application season in the U.S., these purchasers have moved to more of a just-in-time purchasing model.

As a result, we now experience

more traditional seasonality with respect to our domestic Trio ® sales, which exposes us to inventory and demand risks similar to those with respect to our potash.

As a result, we now experience more traditional seasonality with respect to our domestic Trio ® sales, which exposes us to inventory and demand risks similar to those with respect to our potash.

We market Trio ® in various countries around the world, all of which have different climates and fertilizer-application patterns.

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Other companies could seek to create and market chemically similar alternatives to langbeinite, some of which could be superior to langbeinite, or less costly to produce.

In addition, companies sometimes blend several nutrients to obtain a product with similar agronomic benefits as langbeinite.

In addition, companies sometimes blend several nutrients to obtain a product with similar

agronomic benefits as langbeinite.

The market for langbeinite and our Trio ® sales could be affected by the success of these and other products that are competitive with langbeinite, which could adversely affect the viability of our Trio ® business and our results of operations and financial condition.

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An impairment loss is measured and recorded based on the discounted estimated future cash flows.

In 2023, we recorded total impairment charges to our long-lived assets and mineral properties of $43.3 million.

We recorded impairment charges of $31.9 million related to our long-lived assets and mineral property assets at our East mine.

We determined that sufficient indicators of potential impairment existed because higher Trio ® production costs and lower realized Trio ® prices led to negative gross margins for our Trio ® segment.

We also recorded impairment charges of $9.9 million related to our long-lived assets that are in care and maintenance at our West mine, and $1.5 million related to certain assets in our oilfield solutions segment.

We also have certain indefinite-lived intangible assets that we evaluate for impairment at least annually or more frequently when events or changes in circumstances indicate the fair value may have changed.

An impairment loss is measured and recorded based on the current fair value of the asset.

Although we believe the carrying values of our long-lived and indefinite-lived assets were realizable as of the balance sheet dates, future events could cause us to conclude otherwise.

After recording impairment charges to our long-lived assets in the fourth quarter of 2023, we believe the carrying values of our long-lived assets and our indefinite-lived intangible assets were realizable as of the balance sheet dates.

However, future events could cause us to conclude otherwise.

These future events could include further significant and sustained declines in potash or Trio ® prices, further significant or sustained declines in water prices and demand, or higher production and operating costs.

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Any write-down of our inventory would adversely affect our financial condition and results of operations, possibly materially.

We recorded $6.5 million of lower of cost or net realizable value adjustments in 2023, $3.8 million in our Trio ® segment, and $2.7 million in our potash segment.

Weakening of foreign currencies against the U.S.

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Currency fluctuations could cause our results of operations to fluctuate.

imports the majority of its potash, including from Canada, Russia, and Belarus.

imports the majority of its potash, including from Canada, Russia and other countries.

If the local currencies for foreign suppliers strengthen in comparison to the U.S.

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potash prices as the foreign suppliers attempt to maintain their margins.

However, if these local currencies weaken in comparison to the U.S.

However, if these local currencies

weaken in comparison to the U.S.

dollar, foreign suppliers may lower prices to increase sales volume while again maintaining a margin in their local currency.

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If we experience water inflows at our langbeinite mine, our employees could be injured and our equipment and mine shafts could be seriously damaged.

We could be forced to shut down the mine temporarily, potentially resulting in significant production delays, and spend substantial funds to repair or replace damaged equipment.

We could be forced to shut down the mine temporarily, potentially resulting in significant production delays, and we could spend substantial funds to repair or replace damaged equipment.

Inflows may also destabilize the mine shafts over time, resulting in safety hazards for employees and potentially leading to the permanent abandonment of the mine.

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Any security breaches could compromise our networks and the information stored on them could be improperly accessed, disclosed, lost or stolen.

Any such access, disclosure or other loss of information could disrupt our operations and the services we provide to customers, damage our

reputation or our relationships with our customers or result in legal claims or proceedings, any of which could adversely affect our business, reputation, and operating results.

Any such access, disclosure or other loss of information could disrupt our operations and the services we provide to customers, damage our reputation or our relationships with our customers or result in legal claims or proceedings, any of which could adversely affect our business, reputation, and operating results.

Our business may be adversely affected by union activities.

Hourly employees at our Wendover facility are represented by a labor union.

These employees represent approximately 9% of our workforce.

Our current collective bargaining agreement with the union expires on May 31, 2023.

Although we believe that our relations with our unionized employees are good, we may not be successful in negotiating a new collective bargaining agreement as a result of general economic, financial, competitive, legislative, political, and other factors beyond our control.

These employees represent approximately 9% of our total workforce.

Our current collective bargaining agreement with the union, which became effective on June 1, 2023, expires on May 31, 2026.

Although we believe that our relations with our unionized employees are good, we may not be successful in negotiating a new collective bargaining agreement as a result of general economic, financial,

competitive, legislative, political, and other factors beyond our control.

Any new agreement could result in a significant increase in our labor costs.

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Farmers attempt to apply the optimum amounts of fertilizer to maximize their economic returns.

A farmer's decision about the application rate for each fertilizer, or the decision to forgo the application of a fertilizer, particularly potash and Trio ® , varies from year to year depending on a number of factors.

These factors include crop types, crop prices, weather patterns, fertilizer and other crop input costs, and the level of crop nutrients remaining in the soil following the previous harvest.

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In addition, there are various city, county, and state initiatives to regulate the use and application of fertilizers due to various environmental concerns.

agricultural production or fertilizer use decreased significantly due to one or more of these factors, our results of operations could be adversely affected.

agricultural production or fertilizer use decreases significantly due to one or more of these factors, our results of operations could be adversely affected.

Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations.

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Mining is hazardous and involves various risks and hazards that can result in serious accidents.

If accidents or unforeseen events occur, or if our safety procedures are not followed or effective, we could be subject to liabilities arising out of personal injuries or death, our operations could be interrupted, or we could be required to shut down or abandon affected facilities.

If accidents or unforeseen events occur, or if our safety procedures are not followed or are ineffective, we could be subject to liabilities arising out of personal injuries or death, our operations could be interrupted, or we could be required to shut down or abandon affected facilities.

Accidents could cause us to expend significant amounts to remediate safety issues or repair damaged facilities.

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Unlike coal mines, our mines are not constructed or equipped to deal with methane gas.

Any intrusion of methane gas into our mines could cause a fire or an explosion resulting in loss of life or significant property damage or could require the suspension of all mining operations until the completion of extensive

modifications and re-equipping of the mine.

The costs of modifying our mines and equipment could make it uneconomical to reopen our mines.

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There are numerous uncertainties inherent in estimating our potash and langbeinite reserves.

As a result, our reserve estimates necessarily depend upon a number of assumptions, including the following:

As a result, our reserve estimates necessarily depend upon several assumptions, including the following:

• geologic and mining conditions, which may not be fully identified by available exploration data and may differ from our experiences in areas where we currently mine or operate;

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It is only after extraction that reserve estimates can be compared to actual values to adjust estimates of the remaining reserves.

If any of the assumptions that we make in connection with our reserve estimates are incorrect, the amounts of potash and langbeinite that we are able to economically recover from our mines could be significantly lower than our reserve estimates.

If any of the assumptions that we make in connection with our reserve estimates are incorrect, the amounts of potash and langbeinite that we can economically recover from our mines could be significantly lower than our reserve estimates.

In addition, we periodically review the assumptions underlying our reserve estimates.

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In any of these events, our financial condition and results of operations could be adversely affected.

We updated our mineral reserves and resources as of December 31, 2023, and we determined we do not have any mineral reserves at our East facility because the mineral deposit could not be economically extracted.

Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations.

Department of the Interior regulates the development of federal mineral resources-both potash and oil and gas-on federal lands in the Designated Potash Area.

Department of the Interior ("DOI") regulates the co-development of federal mineral resources-both potash and oil and gas-on federal lands in what the DOI has designated as the Designated Potash Area.

This 497,000-acre region outside of Carlsbad, New Mexico, includes all of our New Mexico operations and facilities.

In 2012, the U.S.

Department of the Interior issued an updated order that provides guidance to the BLM and industry on the co-development of these resources.

In 2012, the DOI issued an updated order that provides guidance to the BLM and industry on the co-development of these resources.

See Order 3324 issued by the Secretary of the Interior on December 4, 2012 ("2012 Secretary's Order").

It is possible that oil and gas drilling in this area could limit our ability to mine valuable potash and langbeinite reserves or mineralized deposits because of setbacks from oil and gas wells and the establishment of unminable buffer areas around oil or gas wells.

It is possible that oil and gas drilling in the Designated Potash Area could limit our ability to mine valuable potash and langbeinite reserves or mineralized deposits because of setbacks from oil and gas wells and the establishment of unminable buffer areas around oil or gas wells.

It is also possible that the BLM could determine that the size of these unminable buffer areas should be larger than they are currently, which could impact our ability to mine our reserves.

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If costs associated with capital expenditures increase or if our earnings decrease significantly or we do not have access to the capital markets, we could have difficulty funding any necessary or desirable capital expenditures at an acceptable rate or at all.

This could limit the expansion of our production or make it difficult for us to sustain our existing operations at optimal levels.

This could limit the expansion of our production or make it difficult for us to sustain

our existing operations at optimal levels.

Increased costs for capital expenditures could also have an adverse effect on the profitability of our existing operations and returns from our most recent strategic projects.

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Future indebtedness could adversely affect our financial condition and impair our ability to operate our business.

As of December 31, 2022, we had no outstanding borrowings under a revolving credit facility that allows us to borrow up to $150 million.

We may incur additional indebtedness in the future.

As of December 31, 2023, we had $4 million in outstanding borrowings under a revolving credit facility that allows us to borrow up to $150 million.

This credit facility expires in 2027.

In the future, we may be unable to obtain new financing or refinancing on acceptable terms, or at all.

In addition, we may incur additional indebtedness in the future.

The agreements governing the credit facility restrict, but do not prohibit, us from incurring additional indebtedness.

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As such, an event of default could also result in our lenders foreclosing on some or all of our assets.

The credit facility expires in 2027.

In the future, we may be unable to obtain new financing or refinancing on acceptable terms, or at all.

Adverse conditions in the global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

Global economic volatility and uncertainty, for example, as a result of rising interest rates, a recession or fear of a recession, global trade uncertainties, international conflicts, epidemics or other significant health concerns, and inflation, can create uncertainty for farmers and customers in the geographic areas where we sell our products.

If farmers reduce, delay, or forgo their potash and Trio ® purchases due to this uncertainty, our results of operations would be adversely affected.

Adverse conditions in the domestic and global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

Global and domestic economic volatility and uncertainty, for example, as a result of rising interest rates, a recession or fear of a recession, global trade uncertainties, international conflicts, epidemics or other significant health concerns, and inflation, can create uncertainty for farmers and customers in the geographic areas where we sell our products.

If farmers reduce, delay, or forgo their potash and Trio ® purchases because of economic volatility or uncertainties the results of our operations would be adversely affected.

Moreover, volatility and disruptions in the financial markets could limit our customers' ability to obtain adequate financing or credit to purchase and pay for our products, which would decrease our sales volume and increase our risk of non-payment by customers.

Changes in governmental banking, monetary, and fiscal policies to restore liquidity and increase credit availability may not be effective.

It is difficult to determine the extent of economic and financial market problems and the many ways in which they

could negatively affect our customers and business.

It is difficult to determine the extent of economic and financial market problems and the many ways in which they could negatively affect our customers and business.

In addition, if we are required to raise additional capital or obtain additional credit during an economic downturn, we could be unable to do so on favorable terms or at all.

Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

Actual or threatened armed conflicts, such as, the Russia-Ukraine war, terrorist attacks, military or trade disruptions, or other catastrophic events, including the COVID-19 pandemic, affecting the areas where we or our competitors do business could disrupt the global market for potassium-based products.

Actual or threatened armed conflicts, terrorist attacks, military or trade disruptions, or other catastrophic events, including pandemics and other public health crises, affecting the areas where we or our competitors do business could disrupt the global market for potassium-based products.

As a result, our competitors may increase their sales efforts in our geographic markets and pricing of our products could suffer.

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For example, in 2023, one customer in our potash and Trio ® segments accounted for approximately 12%, or $33.4 million, of our total consolidated revenues.

In 2022, this same customer accounted for approximately 10%, or $35.0 million of our total consolidated revenues.

If we experience a significant decline in sales from our larger customers or in certain industries, it may be difficult to replace those sales which could have a material effect on our results of operations.

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See also “ Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.

If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, could adversely affect our business.

If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected.

We hold numerous environmental, mining, safety, and other permits and governmental approvals authorizing and regulating the operations at each of our facilities.

An agency's decision to deny or delay a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could prevent or limit us from continuing our operations at the affected facility, which could have an adverse effect on our business, financial condition, and results of operations.

In addition, we could be required to expend significant amounts to obtain these permits, approvals, and leases, or we could be required to make significant capital investments to modify or suspend our operations at one or more of our facilities.

In addition, we could be required to expend significant amounts to obtain, or come into compliance with, these permits, approvals, and leases, or we could be required to make significant capital investments to modify or suspend our operations at one or more of our facilities.

Any expansion of our existing operations would require us to secure the necessary environmental and other permits and approvals.

We may not be able to obtain these permits and approvals in a timely manner or at all.

In addition, the federal government must consider and study a project's likely environmental impacts.

Based on the federal government's conclusion, it could require an environmental assessment or an environmental impact statement as a condition of approving a project or permit, which could result in significant time delays and costs.

Furthermore, many of our operations take place on land that is leased from federal and state government authorities.

In addition, under certain circumstances, the federal government must consider and study a project's likely environmental impacts.

Based on the federal government's evaluation, it could require an environmental assessment or an environmental impact statement in order to approve a project or permit, which could result in significant time delays and costs.

Furthermore, many of our operations occur on land that is leased from federal and state government authorities.

Expansion of our existing operations could require securing additional federal and state leases.

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As of December 31, 2023 approximately 17% of our state, federal and private lease acres at our New Mexico facilities (including leases at the HB and North mines) and 22% of our state and federal lease acres at our Utah operations will be up for renewal within the next five years.

Increases in royalty rates

would reduce our profit margins and, if the increases were significant, would adversely affect our results of operations.

Increases in royalty rates would reduce our profit margins and, if the increases were significant, would adversely affect our results of operations.

Reporting of royalties is subject to periodic audits by federal and state officials.

The Office of Natural Resources Revenue ("ONRR") completed their draft audit report of our New Mexico royalty reporting in September 2019.

The Office of Natural Resources Revenue

("ONRR") completed their draft audit report of our New Mexico royalty reporting in September 2019.

As of February 2024, we are continuing to progress on the audit in cooperation with ONRR.

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The Paris Agreement entered into force in November 2016 after more than 170 nations, including the U.S., ratified or otherwise indicated their intent to be bound by the agreement.

After previously

withdrawing, the U.S.

After previously withdrawing, the U.S.

rejoined the Paris Agreement in January 2021.

and other countries' actions to implement the mandates of the Paris Agreement or otherwise impose regulations on our industry or our customers’ industries aimed at reducing GHG emissions could have an adverse effect on our business.

and other countries' actions to implement the

mandates of the Paris Agreement or otherwise impose regulations on our industry or our customers’ industries aimed at reducing GHG emissions could have an adverse effect on our business.

It is possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operations, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact us.

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At least one of our New Mexico facilities, the HB mine, may have issues regarding lead in the tailings pile as a result of previous owners' operations.

During the life of the tailings

management areas, we have incurred and will continue to incur significant costs to manage potash residual materials in accordance with environmental laws and regulations and permit requirements.

During the life of the tailings management areas, we have incurred and will continue to incur significant costs to manage potash residual materials in accordance with environmental laws and regulations and permit requirements.

As a potash producer, we currently are exempt from certain State of New Mexico mining laws related to reclamation obligations.

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Volatility of our common stock may make it difficult for you to resell shares of our common stock when you want or at attractive prices.

The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely affect the market price of our common stock.

The future issuance and sale of additional shares of our common stock or an announcement that the issuances and sales may occur, may adversely affect the market price of our common stock.

We cannot predict the size of future issuances or sales of shares of our common stock in connection with future acquisitions or capital raising activities, or the effect, if any, that the issuances or sales may have on the market price of our common stock.

The issuance and sale of substantial amounts of shares of our common stock or announcement that the issuances and sales may occur, could adversely affect the market price of our common stock.

The issuance and sale of substantial amounts of shares of our common stock or an announcement that the issuances and sales may occur, could adversely affect the market price of our common stock.

We do not anticipate paying cash dividends on our common stock.

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• the market price of the common stock may 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