3 unchanged sentences
Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations in future periods.
+Added: Risks Related to Our Business and Operations
Our shareholder value creation program, Project SWIFT, may not have the anticipated results, exposes us to additional restructuring costs and operational risks, and may be negatively perceived in the markets.
We have previously announced the development of a shareholder value creation program, Project SWIFT, designed to strategically realign our Curation Foods business to focus the business on its strategic assets and redesign the organization to be the appropriate size to compete and thrive.
−Removed: This program includes reviewing strategic options for our legacy vegetable bag and tray business, the closure of certain leased offices in Santa Clara, California and Los Angeles, California, the divestiture of our yet-to-be-operational salad dressing plant in Ontario, California, planned divestiture of our underutilized Hanover manufacturing facility, and certain other actions taken to redesign the Curation Foods organization.
+Added: This program includes reviewing strategic options for our legacy vegetable bag and tray business, the closure of certain leased offices in Santa Clara, California and Los Angeles, California, the divestiture of our yet-to-be-operational salad dressing plant in Ontario, California, divestiture of our underutilized Hanover manufacturing facility, strategic review of our logistics operations and certain other actions taken to redesign the Curation Foods organization.
We may not be able to implement all of the actions that we intend to take in this program and we may not be able to realize the expected benefits from such realignment and restructuring plans or other similar restructurings on the anticipated timing, or at all.
8 unchanged sentences
To date, the COVID-19 pandemic and preventative measures taken to contain or mitigate the outbreak have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas and significant disruption to our businesses and to the financial markets both globally and in the United States.
−Removed: The COVID-19 pandemic has had and we believe will continue to have significant adverse impacts on many aspects of the Company’s operations, directly and indirectly, including with respect to sales, customer behaviors, business and manufacturing operations, inventory, the Company’s employees, and the market generally, and the scope and nature of these impacts continue to evolve each day.
+Added: The COVID-19 pandemic has had and we believe will continue to have significant adverse
+Added: Table of Conten ts
+Added: impacts on many aspects of the Company’s operations, directly and indirectly, including with respect to sales, customer behaviors, business and manufacturing operations, inventory, the Company’s employees, and the market generally, and the scope and nature of these impacts continue to evolve each day.
In particular, the COVID-19 pandemic has resulted in and may continue to result in, regional quarantines, labor shortages or stoppages, adverse changes in consumer purchasing patterns, reductions in customer demand for our products, increased safety and compliance costs, disruptions to our supply chains, suppliers and service providers to deliver materials and services on a timely basis, and overall economic instability, which have significantly adversely affected and could further adversely affect our business, financial condition and results of operations.
5 unchanged sentences
Such future developments may include, among others, new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact.
−Removed: The COVID-19 pandemic has adversely affected the economies and financial markets worldwide, resulting in an economic downturn that could affect demand for our products, our ability to obtain financing
−Removed: Table o f Contents
−Removed: on favorable terms, our ability to comply with our obligations (including leases and debt covenants) and otherwise adversely impact our business, financial condition and results of operations.
+Added: The COVID-19 pandemic has adversely affected the economies and financial markets worldwide, resulting in an economic downturn that could affect demand for our products, our ability to obtain financing on favorable terms, our ability to comply with our obligations (including leases and debt covenants) and otherwise adversely impact our business, financial condition and results of operations.
The situation surrounding the COVID-19 pandemic remains fluid, and given its inherent uncertainty, we expect that it will continue to have significant adverse impacts on our business in the future.
−Removed: The duration and extent of the impact from the COVID-19 pandemic, or any other future pandemic, epidemic or outbreak, depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, suppliers, distributors and manufacturers.
+Added: The duration and extent of the impact from the COVID-19 pandemic, or any other future pandemic, epidemic or outbreak, depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus and its variants, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, suppliers, distributors and manufacturers.
Should these conditions persist for a prolonged period, the COVID-19 pandemic, including any of the above factors and others that are currently unknown, could continue to have a significant adverse effect on our business, financial condition and results of operations.
The impact of the COVID-19 pandemic may also exacerbate other risks discussed elsewhere in this Report, any of which could have a material effect on us.
−Removed: Our credit facility provides our lenders with a lien against substantially all of our assets, and contains financial covenants that may limit our operational flexibility and cash flow available to invest in the ongoing needs of our business or otherwise adversely affect our results of operations.
−Removed: We are party to a credit agreement, as amended, which contains a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, pay dividends, create liens, engage in transactions with affiliates, merge or consolidate with other companies, or sell substantially all of our assets.
+Added: Our credit facilities provides our lenders with a lien against substantially all of our assets, and contains financial covenants that may limit our operational flexibility and cash flow available to invest in the ongoing needs of our business or otherwise adversely affect our results of operations.
+Added: We are party to two credit agreements, which contain a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, pay dividends, create liens, engage in transactions with affiliates, merge or consolidate with other companies, or sell substantially all of our assets.
We are also required to maintain certain financial covenants, including a maximum total leverage ratio and a minimum fixed charge coverage ratio.
−Removed: The terms of our credit facility may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies.
+Added: The terms of our credit facilities may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies.
In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.
−Removed: In addition, in connection with the recent amendments to our credit facility, certain additional financial covenants that remain in effect through February 28, 2021, including with respect to minimum cumulative monthly Unadjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) thresholds and maximum capital expenditures, additional reporting obligations, and increases to the maximum interest rates and borrowing costs were implemented, which may further adversely impact our business and may increase our risks of noncompliance.
−Removed: A failure by us to comply with the covenants specified in our credit agreement, as amended, could result in an event of default under the agreement, which would give the lenders the right to terminate their commitments to provide additional loans under our credit facility and to declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable.
+Added: A failure by us to comply with the covenants specified in our credit agreements, as amended, could result in an event of default under the agreements, which would give the lenders the right to terminate their commitments to provide additional loans under our credit facilities and to declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable.
In addition, the lenders would have the right to proceed against the collateral we granted to them, which consists of substantially all of our assets.
−Removed: The maximum total leverage ratio required under our covenant for the fiscal quarter ended May 31, 2020, was 5.00 to 1.0, and thereafter decreases by 25 basis points each subsequent fiscal quarter, until it reaches 3.50 for the fiscal quarter ending November 28, 2021, and remains fixed through maturity.
−Removed: We were not in compliance with the maximum total leverage ratio covenant under the credit agreement as of May 31, 2020, which was waived by the lenders pursuant to the Eighth Amendment entered into on July 15, 2020.
−Removed: In addition, we were not in compliance with certain of our financial covenants under the credit agreement during the third quarter of fiscal 2020, which were also waived by our lenders.
−Removed: In connection with these waivers, as previously disclosed, our borrowing rates under the credit agreement were increased, additional covenant restrictions were added to the credit agreement, and we incurred certain fees and expenses.
−Removed: We cannot guaranty that we will be able to remain in compliance with all applicable covenants under the credit agreement in the future, that our lenders will elect to provide similar waivers or enter into similar amendments in the future, or, if the lenders do provide similar waivers, that those waivers will not be conditioned upon additional costs or restrictions that could materially or adversely our business, cash flows, results of operations, and financial condition.
−Removed: In addition, if the debt under our credit facility were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could immediately, materially and adversely affect our business, cash flows, results of operations, and financial condition, and there would be no guarantee that we would be able to find alternative financing.
+Added: We cannot guarantee that we will be able to remain in compliance with all applicable covenants under the credit agreements in the future, that our lenders will elect to provide waivers or enter into amendments in the future, or, if the lenders do provide waivers, that those waivers will not be conditioned upon additional costs or restrictions that could materially or adversely impact our business, cash flows, results of operations, and financial condition.
+Added: In addition, if the debt under our credit facilities were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could immediately, materially and adversely affect our business, cash flows, results of operations, and financial condition, and there would be no guarantee that we would be able to find alternative financing.
Even if we were able to obtain alternative financing, it may not be available on commercially reasonable terms or on terms that are acceptable to us.
+Added: Table of Conten ts
Our ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on our ability to generate cash in the future.
2 unchanged sentences
We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidity needs, and make planned capital expenditures.
−Removed: Table o f Contents
Adverse weather conditions and other acts of god may cause substantial decreases in our sales and/or increases in our costs
Our packaged fresh salads and vegetables business is subject to weather conditions that affect commodity prices, crop quality and yields, and crop varieties to be planted.
−Removed: Crop diseases and severe conditions, particularly weather conditions such as unexpected or excessive rain or other precipitation, unseasonable temperature fluctuations, floods, droughts, frosts, windstorms, earthquakes and hurricanes, may adversely affect the supply of vegetables and fruits used in our business, which could reduce the sales volumes and/or increase the unit production costs.
+Added: Crop diseases and severe conditions, particularly weather conditions such as unexpected or excessive rain or other precipitation, unseasonable temperature fluctuations, floods, heat waves, droughts, frosts, windstorms, earthquakes and hurricanes, may adversely affect the supply of vegetables and fruits used in our business, which could reduce the sales volumes and/or increase the unit production costs.
The Company regularly experiences significant product sourcing issues as a result of severe adverse weather conditions that materially adversely affected the Company’s financial results.
21 unchanged sentences
In addition, we may be required to participate in product recalls or we may voluntarily initiate a recall as a result of various industry or business practices or the need to maintain good customer relationships.
+Added: Table of Conten ts
Although we have taken and intend to continue to take what we consider to be appropriate precautions to minimize exposure to product liability claims, we may not be able to avoid significant liability.
2 unchanged sentences
A product liability claim, product recall or other claim with respect to uninsured liabilities or in excess of insured liabilities could have a material adverse effect on our business, operating results and financial condition.
−Removed: Table o f Contents
We are subject to increasing competition in the marketplace
20 unchanged sentences
If our products fail to meet consumer preferences, or we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits with investments in acquisitions, marketing, and innovation will be less successful.
−Removed: Our future operating results are likely to fluctuate which may cause our stock price to decline
−Removed: In the past, our results of operations have fluctuated significantly from quarter to quarter and are expected to continue to fluctuate in the future.
−Removed: Curation Foods can be affected by seasonal and weather-related factors which have impacted our financial results in the past due to shortages of essential value-added produce items.
−Removed: In addition, the fair market value change in our Windset investment can fluctuate substantially quarter to quarter.
−Removed: Lifecore can be affected by the timing of orders from its relatively small customer base and the timing of the shipment of those orders.
−Removed: Our earnings may also fluctuate based on our ability to collect accounts receivable from customers and notes receivable from growers and on price fluctuations in the fresh vegetable and fruit markets.
−Removed: Other factors that affect our operations include:
−Removed: • our ability and our growers’ ability to obtain an adequate supply of labor,
−Removed: • our growers’ ability to obtain an adequate supply of water,
−Removed: • the seasonality and availability and quantity of our supplies,
−Removed: • our ability to process produce during critical harvest periods,
−Removed: • the timing and effects of ripening,
−Removed: • the degree of perishability,
−Removed: • the effectiveness of worldwide distribution systems,
−Removed: • total worldwide industry volumes,
−Removed: • the seasonality and timing of consumer demand,
−Removed: • foreign currency fluctuations, and
−Removed: Table o f Contents
−Removed: • foreign importation restrictions and foreign political risks
−Removed: In addition, the COVID-19 pandemic has increased the risk of fluctuations in such factors.
−Removed: As a result of these and other factors, we expect to continue to experience fluctuations in quarterly operating results.
Our operations are subject to regulations that directly impact our business
5 unchanged sentences
The Company relies upon these contractors to validate the worker’s immigration status and their eligibility to work in the Company’s facilities, and failure of these contractors’ control processes or our internal control processes could result in Curation Foods not complying with applicable regulations.
−Removed: Although we have no reason to believe that we will not be able to comply with all applicable regulations regarding the manufacture and sale of our products and polymer materials, regulations are always subject to change and depend heavily on administrative interpretations and the country in which the products are sold.
+Added: Although we have no reason to believe that we will not be able to comply with all applicable regulations regarding the manufacture and sale of our products and polymer materials, regulations are always subject to change and depend heavily on
+Added: Table of Conten ts
+Added: administrative interpretations and the country in which the products are sold.
Future changes in regulations or interpretations relating to matters such as safe working conditions, laboratory and manufacturing practices, produce safety, environmental controls, and disposal of hazardous or potentially hazardous substances may adversely affect our business.
25 unchanged sentences
In addition, the FTC and other state authorities regulate how we promote and advertise our food products, and we could be the target of claims relating to alleged false or deceptive advertising under federal, state, and local laws and regulations.
−Removed: Lifecore’s existing products and the products that Lifecore is developing for its customers are considered to be medical devices, drug products, or combination products, and therefore, require clearance or approval by the FDA before commercial sales
−Removed: Table o f Contents
−Removed: can be made in the United States.
+Added: Lifecore’s existing products and the products that Lifecore is developing for its customers are considered to be medical devices, drug products, or combination products, and therefore, require clearance or approval by the FDA before commercial sales can be made in the United States.
The products also require the approval of foreign government agencies before sales may be made in many other countries.
7 unchanged sentences
If we fail to achieve and maintain these controls, we may have to recall product, or may have to reduce or suspend production while we address any deficiencies.
−Removed: Marketing clearances or approvals by regulatory agencies can be withdrawn due to failure to comply with regulatory standards or the occurrence of unforeseen problems following initial clearance or approval.
+Added: Marketing clearances or approvals by regulatory
+Added: Table of Conten ts
+Added: agencies can be withdrawn due to failure to comply with regulatory standards or the occurrence of unforeseen problems following initial clearance or approval.
These agencies can also limit or prevent the manufacture or distribution of Lifecore’s products or change or increase the regulatory requirements applicable to such products.
19 unchanged sentences
• general economic conditions affecting purchasing patterns
−Removed: Table o f Contents
We may not be able to develop and introduce new products and technologies in a timely manner or new products and technologies may not gain market acceptance.
4 unchanged sentences
Our failure to develop new products or the failure of our new products to achieve market acceptance would have a material adverse effect on our business, results of operations and financial condition.
−Removed: Changes to U.S.
−Removed: trade policy, tariff and import/export regulations may have a material adverse effect on our business
−Removed: Changes in U.S.
−Removed: or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the U.S.
−Removed: as a result of such changes, could adversely affect our business.
−Removed: presidential administration has instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S.
−Removed: and other countries where we conduct our business.
−Removed: As a result of policy changes of the U.S.
−Removed: presidential administration and U.S.
−Removed: government proposals, there may be greater restrictions and economic disincentives on international trade.
−Removed: Tariffs and other changes in U.S.
−Removed: trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S.
−Removed: Such changes have the potential to adversely impact the U.S.
−Removed: economy or certain sectors thereof, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
−Removed: We may be exposed to employment related claims and costs that could materially adversely affect our business
−Removed: We have been subject in the past, and may be in the future, to claims by employees based on allegations of discrimination, negligence, harassment, and inadvertent employment of undocumented workers or unlicensed personnel, and we may be subject to payment of workers’ compensation claims and other similar claims.
−Removed: We could incur substantial costs and our management could spend a significant amount of time responding to such complaints or litigation regarding employee claims, which may have a material adverse effect on our business, operating results and financial condition.
−Removed: In addition, several recent decisions by the United States NLRB have found companies, such as Curation Foods, which use contract employees could be found to be “joint employers” with the staffing firm, which may increase our potential exposure for any such claims from contract employees.
−Removed: We may be subject to unionization, work stoppages, slowdowns or increased labor costs
−Removed: Currently, none of our employees are represented by a union.
−Removed: However, our employees have the right under the National Labor Relations Act to form or affiliate with a union.
−Removed: If some or all of our workforce were to become unionized and the terms of the collective bargaining agreement were significantly different from our current compensation arrangements, it could increase our costs and adversely impact our profitability.
−Removed: Moreover, participation in labor unions could put us at increased risk of labor strikes and disruption of our operations.
+Added: Table of Conten ts
We have a concentration of manufacturing for Curation Foods and Lifecore and may have to depend on third parties to manufacture our products
6 unchanged sentences
We may not be able to continue to successfully operate our manufacturing operations at acceptable costs, with acceptable yields, and retain adequately trained personnel.
−Removed: Table o f Contents
−Removed: We are dependent on our key employees and if one or more of them were to leave, we could experience difficulties in replacing them, or effectively transitioning their replacements and our operating results could suffer
−Removed: The success of our business depends to a significant extent on the continued service and performance of a relatively small number of key senior management, technical, sales, and marketing personnel.
−Removed: The loss of any of our key personnel for an extended period may cause hardship for our business.
−Removed: In addition, competition for senior level personnel with knowledge and experience in our different lines of business is intense.
−Removed: If any of our key personnel were to leave, we would need to devote substantial resources and management attention to replace them.
−Removed: As a result, management attention may be diverted from managing our business, and we may need to pay higher compensation to replace these employees.
We are subject to the risks of doing business internationally
32 unchanged sentences
Foreign regulatory agencies have or may establish product standards different from those in the United States, and any inability on our part to obtain foreign regulatory approvals on a timely basis could have a material adverse effect on our international business, and our financial condition and results of operations.
−Removed: While our foreign sales are currently priced in dollars, fluctuations in currency exchange rates may reduce the demand for our products by increasing the price of our products in the currency of the countries in which the products are sold.
+Added: While our foreign sales are currently priced in dollars,
+Added: Table of Conten ts
+Added: fluctuations in currency exchange rates may reduce the demand for our products by increasing the price of our products in the currency of the countries in which the products are sold.
Regulatory, geopolitical and other factors may adversely impact our operations in the future or require us to modify our current business practices.
−Removed: Table o f Contents
Our dependence on single-source suppliers and service providers may cause disruption in our operations should any supplier fail to deliver materials
2 unchanged sentences
Any interruption of our relationship with single-source suppliers or service providers could delay product shipments and materially harm our business.
−Removed: We may experience difficulty acquiring materials or services for the manufacture of our products or we may not be able to obtain substitute vendors at all or on a timely basis.
+Added: We may experience difficulty acquiring materials or services for the manufacture of our products or we may not be able to obtain substitute vendors on a timely basis or at all.
In addition, we may not be able to procure comparable materials at similar prices and terms within a reasonable time, if at all, all of which could materially harm our business.
We depend on our infrastructure to have sufficient capacity to handle our on-going production needs
−Removed: If our machinery or facilities are damaged or impaired due to natural disasters or mechanical failure, or we lose members of our workforce beyond the levels needed to maintain our business, we may not be able to operate at a sufficient capacity to meet our production needs.
+Added: If our machinery or facilities are damaged or impaired due to natural disasters or mechanical failure, or we lose members of our workforce such that our workforce falls below the levels needed to maintain our business, we may not be able to operate at a sufficient capacity to meet our production needs.
This could have a material adverse effect on our business, which could impact our results of operations and our financial condition.
8 unchanged sentences
Furthermore, we may not be able to negotiate additional collaborative arrangements in the future on acceptable terms, if at all, and our collaborative arrangements may not be successful.
+Added: Risks Related to Ownership of Our Common Stock
+Added: Our future operating results are likely to fluctuate which may cause our stock price to decline
+Added: In the past, our results of operations have fluctuated significantly from quarter to quarter and are expected to continue to fluctuate in the future.
+Added: Curation Foods can be affected by seasonal and weather-related factors which have impacted our financial results in the past due to shortages of essential value-added produce items.
+Added: Lifecore can be affected by the timing of orders from its relatively small customer base and the timing of the shipment of those orders.
+Added: Our earnings may also fluctuate based on our ability to collect accounts receivable from customers and notes receivable from growers and on price fluctuations in the fresh vegetable and fruit markets.
+Added: Other factors that affect our operations include:
+Added: • our ability and our growers’ ability to obtain an adequate supply of labor,
+Added: • our growers’ ability to obtain an adequate supply of water,
+Added: • the seasonality and availability and quantity of our supplies,
+Added: • our ability to process produce during critical harvest periods,
+Added: • the timing and effects of ripening,
+Added: • the degree of perishability,
+Added: • the effectiveness of worldwide distribution systems,
+Added: • total worldwide industry volumes,
+Added: • the seasonality and timing of consumer demand,
+Added: Table of Conten ts
+Added: • foreign currency fluctuations, and
+Added: • foreign importation restrictions and foreign political risks.
+Added: In addition, the COVID-19 pandemic has increased the risk of fluctuations in such factors.
+Added: As a result of these and other factors, we expect to continue to experience fluctuations in quarterly operating results.
+Added: Our stock price may fluctuate in response to various conditions, many of which are beyond our control
+Added: The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the following:
+Added: • weather-related produce sourcing issues,
+Added: • technological innovations applicable to our products,
+Added: • pandemics, epidemics and other natural disasters, including the COVID-19 pandemic,
+Added: • our attainment of (or failure to attain) milestones in the commercialization of our technology,
+Added: • our development of new products or the development of new products by our competitors,
+Added: • new patents or changes in existing patents applicable to our products,
+Added: • our acquisition of new businesses or the sale or disposal of a part of our businesses,
+Added: • development of new collaborative arrangements by us, our competitors or other parties,
+Added: • changes in government regulations, interpretation, or enforcement applicable to our business,
+Added: • changes in investor perception of our business,
+Added: • fluctuations in our operating results, and
+Added: • changes in the general market conditions in our industry.
+Added: Fluctuations in our quarterly results may, particularly if unforeseen, cause us to miss projections which might result in analysts or investors changing their valuation of our stock.
+Added: We may issue preferred stock with preferential rights that could affect your rights
+Added: The issuance of shares of preferred stock could have the effect of making it more difficult for a third-party to acquire a majority of our outstanding stock, and the holders of such preferred stock could have voting, dividend, liquidation and other rights superior to those of holders of our Common Stock.
+Added: We have never paid any dividends on our common stock
+Added: We have not paid any dividends on our Common Stock since inception and do not expect to in the foreseeable future.
+Added: Any dividends may be subject to preferential dividends payable on any preferred stock we may issue.
+Added: Our corporate organizational documents and Delaware law have anti-takeover provisions that may inhibit or prohibit a takeover of us and the replacement or removal of our management
+Added: The anti-takeover provisions under Delaware law, as well as the provisions contained in our corporate organizational documents, may make an acquisition of us more difficult.
+Added: • our certificate of incorporation includes a provision authorizing our Board of Directors to issue blank check preferred stock without stockholder approval, which, if issued, would increase the number of outstanding shares of our capital stock and could make it more difficult for a stockholder to acquire us;
+Added: • our certificate of incorporation provides for a dual-class Board of Directors, in which each class will serve for a staggered two-year term;
+Added: • our certificate of incorporation limits the number of directors that may serve on the Board of Directors without the majority approval of all of the outstanding shares of our common stock;
+Added: • our amended and restated bylaws require advance notice of stockholder proposals and director nominations;
+Added: Table of Conten ts
+Added: • our Board of Directors has the right to implement additional anti-takeover protections in the future, including stockholder rights plans and other amendments to our organizational documents, without stockholder approval;
+Added: • Section 203 of the Delaware General Corporation Law may prevent large stockholders from completing a merger or acquisition of us.
+Added: These provisions may prevent a merger or acquisition of us which could limit the price investors would pay for our common stock in the future.
+Added: General Risks
+Added: Changes to U.S.
+Added: trade policy, tariff and import/export regulations may have a material adverse effect on our business
+Added: Changes in U.S.
+Added: or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the U.S.
+Added: as a result of such changes, could adversely affect our business.
+Added: For example, the previous U.S.
+Added: presidential administration instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S.
+Added: and other countries where we conduct our business.
+Added: As a result of such policy changes of the previous U.S.
+Added: presidential administration and U.S.
+Added: government proposals, there may be greater restrictions and economic disincentives on international trade.
+Added: Tariffs and other changes in U.S.
+Added: trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S.
+Added: Such changes have the potential to adversely impact the U.S.
+Added: economy or certain sectors thereof, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
+Added: We may be exposed to employment related claims and costs that could materially adversely affect our business
+Added: We have been subject in the past, and may be in the future, to claims by employees based on allegations of discrimination, negligence, harassment, and inadvertent employment of undocumented workers or unlicensed personnel, and we may be subject to payment of workers’ compensation claims and other similar claims.
+Added: We could incur substantial costs and our management could spend a significant amount of time responding to such complaints or litigation regarding employee claims, which may have a material adverse effect on our business, operating results and financial condition.
+Added: In addition, several recent decisions by the United States NLRB have found companies, such as Curation Foods, which use contract employees could be found to be “joint employers” with the staffing firm, which may increase our potential exposure for any such claims from contract employees.
+Added: We may be subject to unionization, work stoppages, slowdowns or increased labor costs
+Added: None of our U.S.
+Added: based employees are represented by a union, while our employees in our Tanok, Mexico facility are represented by a local union.
+Added: However, our employees have the right under the National Labor Relations Act to form or affiliate with a union.
+Added: If some or all of our workforce were to become unionized and the terms of the collective bargaining agreement were significantly different from our current compensation arrangements, it could increase our costs and adversely impact our profitability.
+Added: Moreover, participation in labor unions could put us at increased risk of labor strikes and disruption of our operations.
+Added: We are dependent on our key employees and if one or more of them were to leave, we could experience difficulties in replacing them, or effectively transitioning their replacements and our operating results could suffer
+Added: The success of our business depends to a significant extent on the continued service and performance of a relatively small number of key senior management, technical, sales, and marketing personnel.
+Added: The loss of any of our key personnel for an extended period may cause hardship for our business.
+Added: In addition, competition for senior level personnel with knowledge and experience in our different lines of business is intense.
+Added: If any of our key personnel were to leave, we would need to devote substantial resources and management attention to replace them.
+Added: As a result, management attention may be diverted from managing our business, and we may need to pay higher compensation to replace these employees.
+Added: Table of Conten ts
Our reputation and business may be harmed if our computer network security or any of the databases containing our trade secrets, proprietary information or the personal information of our employees are compromised
9 unchanged sentences
Furthermore, actual or anticipated cyberattacks or data breaches may cause significant disruptions to our network operations, which may impact our ability to deliver shipments or respond to customer needs in a timely or efficient manner.
−Removed: Table o f Contents
Data and security breaches could also occur as a result of non-technical issues, including an intentional or inadvertent breach by our employees or by persons with whom we have commercial relationships that result in the unauthorized release of confidential information related to our business or personal information of our employees.
17 unchanged sentences
We cannot predict the ultimate severity or length of the current period of volatility, or the timing or severity of future economic or industry downturns.
+Added: Table of Conten ts
Given the current uncertain economic environment, and the COVID-19 pandemic, our customers, suppliers, and partners may have difficulties obtaining capital at adequate or historical levels to finance their ongoing business and operations, which could impair their ability to make timely payments to us.
3 unchanged sentences
Further, this economic volatility and uncertainty about future economic conditions makes it challenging for Landec to forecast its operating results, make business decisions, and identify the risks that may affect its business, sources and uses of cash, financial condition and results of operations.
−Removed: Our stock price may fluctuate in response to various conditions, many of which are beyond our control
−Removed: The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the following:
−Removed: • weather-related produce sourcing issues,
−Removed: • technological innovations applicable to our products,
−Removed: • pandemics, epidemics and other natural disasters, including the COVID-19 pandemic,
−Removed: • our attainment of (or failure to attain) milestones in the commercialization of our technology,
−Removed: • our development of new products or the development of new products by our competitors,
−Removed: • new patents or changes in existing patents applicable to our products,
−Removed: • our acquisition of new businesses or the sale or disposal of a part of our businesses,
−Removed: • development of new collaborative arrangements by us, our competitors or other parties,
−Removed: Table o f Contents
−Removed: • changes in government regulations, interpretation, or enforcement applicable to our business,
−Removed: • changes in investor perception of our business,
−Removed: • fluctuations in our operating results, and
−Removed: • changes in the general market conditions in our industry.
−Removed: Fluctuations in our quarterly results may, particularly if unforeseen, cause us to miss projections which might result in analysts or investors changing their valuation of our stock.
Litigation costs and the outcome of litigation could have a material adverse effect on our business
6 unchanged sentences
Any such lapses or deficiencies may materially and adversely affect our business and results of operations or financial condition, restrict our ability to access the capital markets, require us to expend resources to correct the lapses or deficiencies, which could include the restating of previously reported financial results, expose us to regulatory or legal proceedings, harm our reputation, or otherwise cause a decline in investor confidence.
−Removed: We may issue preferred stock with preferential rights that could affect your rights
−Removed: The issuance of shares of preferred stock could have the effect of making it more difficult for a third-party to acquire a majority of our outstanding stock, and the holders of such preferred stock could have voting, dividend, liquidation and other rights superior to those of holders of our Common Stock.
−Removed: We have never paid any dividends on our common stock
−Removed: We have not paid any dividends on our Common Stock since inception and do not expect to in the foreseeable future.
−Removed: Any dividends may be subject to preferential dividends payable on any preferred stock we may issue.
−Removed: Our corporate organizational documents and Delaware law have anti-takeover provisions that may inhibit or prohibit a takeover of us and the replacement or removal of our management
−Removed: The anti-takeover provisions under Delaware law, as well as the provisions contained in our corporate organizational documents, may make an acquisition of us more difficult.
−Removed: • our certificate of incorporation includes a provision authorizing our Board of Directors to issue blank check preferred stock without stockholder approval, which, if issued, would increase the number of outstanding shares of our capital stock and could make it more difficult for a stockholder to acquire us;
−Removed: • our certificate of incorporation provides for a dual-class Board of Directors, in which each class will serve for a staggered two-year term;
−Removed: • our certificate of incorporation limits the number of directors that may serve on the Board of Directors without the majority approval of all of the outstanding shares of our common stock;
−Removed: • our amended and restated bylaws require advance notice of stockholder proposals and director nominations;
−Removed: • our Board of Directors has the right to implement additional anti-takeover protections in the future, including stockholder rights plans and other amendments to our organizational documents, without stockholder approval;
−Removed: • Section 203 of the Delaware General Corporation Law may prevent large stockholders from completing a merger or acquisition of us.
−Removed: Table o f Contents
−Removed: These provisions may prevent a merger or acquisition of us which could limit the price investors would pay for our common stock in the future.
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.