What changed in this filing

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Item 1A. Risk Factors

2024-02-09 compared with 2023-03-29 · 62 added, 79 removed, 509 unchanged (22% of the section changed)

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offerings and could materially adversely affect our revenues and operating results.

COVID-19 pandemic has, and may continue to have, an adverse impact on our business, financial condition and results of operations.

World Health Organization declared the novel coronavirus (COVID-19), first identified in Wuhan, China, a pandemic in March 2020.

business, financial condition and results of operations have been and are expected to continue to be adversely affected by the COVID-19

The COVID-19 pandemic has affected nearly all regions of the world, and preventative measures taken to contain or mitigate

the outbreak have caused, and are continuing to cause, business slowdown or shutdown in affected areas.

This has and could continue to

negatively affect the global economy, including reduced consumer spending and disruption of global supply chains.

We cannot predict the

degree to which our business, financial condition and results of operations will be affected by the COVID-19 pandemic, but the effects

could be material.

addition to the factors above, the COVID-19 pandemic has subjected our business to additional risk, including, but not limited to:

to our green coffee supplier partners and vendors, including through the effects of facility closures, reductions in operating hours,

labor shortages, and changes in operating procedures;

to our own distribution and general office facilities and operations, including through the effects of facility closures, reductions

in operating hours, labor shortages, and changes in operating procedures, including for additional cleaning and disinfection procedures;

or reduced operations of cafes, restaurants and food service stores and reductions in consumer traffic, which may adversely affect

our Private Label Coffee and Branded Coffee channels;

performance of customers in our wholesale channel, which may result in reduction or cancellation of future orders;

in consumer spending due to macroeconomic conditions caused by the COVID-19 pandemic, including decreased disposable income and increased

unemployment, which may result in decreased sales in all of our channels.

this time, we cannot assess the ultimate economic impact of the COVID-19 pandemic on our business, operations or financial performance,

which will be determined by, among other things, the duration, severity and magnitude of such circumstances and governmental responses

and requirements relating to the pandemic, nor can we predict the long-term effects of governmental and public responses to changing

The extent to which the COVID-19 pandemic will impact our operations, liquidity or financial results in subsequent periods

is uncertain, but such impact could be material.

If the COVID-19 pandemic becomes prolonged, and/or more severe, it could exacerbate

the negative impacts on our business and results of operations and may also heighten many of the other risks described in this section

entitled “Risk Factors.”

global economic conditions and adverse developments with respect to financial institutions and associated liquidity risk could adversely

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by the affected countries or others could exacerbate market and economic instability.

More recently, the closures of Silicon Valley Bank,

or SVB, and Signature Bank and their placement into receivership with the Federal Deposit Insurance Corporation, or FDIC created bank-specific

and broader financial institution liquidity risk and concerns.

Although the Department of the Treasury, the Federal Reserve, and the

FDIC jointly released a statement that depositors at SVB and Signature Bank would have access to their funds, even those in excess of

the standard FDIC insurance limits, under a systemic risk exception, future adverse developments with respect to specific financial institutions

or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term

working capital needs, and create additional market and economic uncertainty.

There can be no assurance that future credit and financial

market instability and a deterioration in confidence in economic conditions will not occur.

Our general business strategy may be adversely

affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market

If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may

cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect

to financial and operating covenants and more dilutive.

Failure to secure any necessary financing in a timely manner and on favorable

terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay

or abandon clinical development plans.

In addition, there is a risk that one or more of our current service providers, financial institutions,

manufacturers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain

our operating goals on schedule and on budget.

There can be no assurance that future credit and

financial market instability and a deterioration in confidence in economic conditions will not occur.

Our general business strategy may

be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and

unstable market conditions.

If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions,

it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous

with respect to financial and operating covenants and more dilutive.

Failure to secure any necessary financing in a timely manner and

on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require

us to delay or abandon clinical development plans.

In addition, there is a risk that one or more of our current service providers, financial

institutions, manufacturers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability

to attain our operating goals on schedule and on budget.

global conditions, including economic uncertainty, may negatively impact our financial results.

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key-person insurance on the lives of Andrew Gordon or David Gordon.

our goodwill, indefinitely lived intangible assets, or amortizable intangible assets become impaired, then we could be required to record

a significant charge to earnings.

GAAP requires us to test for goodwill and indefinite lived intangible asset impairment at least

In addition, we review our goodwill, indefinitely lived intangible assets, and amortizable intangible assets for impairment

when events or changes in circumstances indicate the carrying value may not be recoverable.

Factors that may be considered a change in

circumstances indicating that the carrying value of our goodwill, indefinite lived intangible assets, or amortizable intangible assets

may not be recoverable include declines in stock price, market capitalization or cash flows, and slower growth rates in our industry.

Depending on the results of our review, we could be required to record a significant charge to earnings in our consolidated financial

statements during the period in which any impairment of our goodwill, indefinite lived intangible assets, or amortizable intangible assets

were determined, negatively impacting our results of operations.

indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns.

our indefinitely lived intangible assets or amortizable intangible assets become impaired, then we could be required to record a significant

charge to earnings.

GAAP requires us to test indefinite lived intangible asset impairment at least annually.

In addition, we

review our indefinitely lived intangible assets and amortizable intangible assets for impairment when events or changes in circumstances

indicate the carrying value may not be recoverable.

Factors that may be considered a change in circumstances indicating that the carrying

value of our indefinite lived intangible assets or amortizable intangible assets may not be recoverable include declines in stock price,

market capitalization or cash flows, and slower growth rates in our industry.

Depending on the results of our review, we could be required

to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our

indefinite lived intangible assets or amortizable intangible assets were determined, negatively impacting our results of operations.

indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business

From time to time, we utilize borrowings under our credit facility in connection with operations.

Outstanding debt could have

important negative consequences to the holders of our securities, including the following:

coming due at June 30, 2024.

There is no assurance that it will be renewed.

Outstanding debt could have important negative

consequences to the holders of our securities, including the following:

domestic and global economic conditions;

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on our debt, we may have to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our

credit facility contains covenants that place annual restrictions on our operations, including covenants relating to debt restrictions,

capital expenditures, minimum deposit restrictions, tangible net worth, net profit, leverage, employee loan restrictions, distribution

restrictions (common stock and preferred stock), dividend restrictions and restrictions on intercompany transactions.

The credit facility

also requires that we maintain a minimum working capital at all times.

There can be no assurance that we will be in compliance with all

covenants in the future or that we will be able to modify the terms of the credit facility should that become necessary.

Failure to comply

with any of these covenants and restrictions would result in an event of default under the loan agreement.

credit facility contains covenants that place annual restrictions on our operations, including covenants relating to fixed charge coverage

ratio, debt to tangible net worth and net worth.

The Company as of October 31, 2023 has failed to comply with one of these covenants

and resulted in an event of default under the loan agreement.

The lender has various defenses that it can apply against the Company,

which includes up to and calling the line of credit.

There is no guarantee that the lender will not issue a waiver or not call the line

substantial doubt about our ability to continue as a going concern.

The Company’s line of credit is maturing on June 30, 2024 and

in addition there are certain financial covenants that the Company are in violation with the lender.

The Company has not received a waiver

from the lender.

The lender has reserved its right to exercise its rights and remedies at any time at its sole discretion.

The uncertainties

surrounding the ability to receive a waiver and extending its line of credit when it becomes due raise substantial doubt as to whether

existing cash and cash equivalents will be sufficient to meet its obligations as they become due within twelve months from the date the

consolidated financial statements were issued.

Our audited consolidated financial statements do not include any adjustments for the recovery

and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue

as a going concern.

If we are unable to continue as a going concern, our shareholders would likely lose some or all of their investment

in our securities.

There can be no assurance that we will be able to extend our line of credit

or complete any financing transaction in a timely manner or on acceptable terms or otherwise.

If we are not successful to extend our line

of credit or to raise additional cash, we may be forced to suspend or curtail planned programs, or cease operations altogether.

we fail to promote, enhance and maintain our brands, the value of our brands could decrease and our revenues and profitability could

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We are dependent on the continued operations of our Colorado and Massachusetts coffee roasting and distribution facilities.

Our ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage from fire,

ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage from fire,

natural disaster, power loss, telecommunications failure or similar events.

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increases and inflation can have a material adverse effect on our business, financial condition, and operating results.

experience supply delays and shortages due to a variety of macroeconomic factors, including disruptions on the global supply chain as

a result of the ongoing COVID-19 pandemic.

The ongoing COVID-19 pandemic has resulted in significant disruption to the operations of

certain suppliers and the related transportation of their goods to the United States that are parts of our global supply chain.

been able to make alternative delivery arrangements for limited quantities of goods, at increased cost.

experience supply delays and shortages due to a variety of macroeconomic factors, including disruptions on the global supply chain..

We have been able to make alternative delivery arrangements for limited quantities of goods, at increased cost.

we have not yet experienced material shortages in supply as a result of these disruptions and our alternative delivery arrangements,

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of injunctions or certain legal impediments;

approval for the listing on NASDAQ of Pubco’s ordinary shares to be issued in the Merger;

for the listing on NASDAQ of Pubco’s ordinary shares to be issued in the Merger;

of the representations and warranties of each of the parties, subject to certain materiality thresholds.

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STAFF COMMENTS

CYBERSECURITY

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