What changed in this filing

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Item 1A. Risk Factors

2023-02-21 compared with 2022-02-23 · 60 added, 83 removed, 302 unchanged (32% of the section changed)

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Risks Related to Our Business

Global economic conditions, including inflation and supply chain disruptions, could continue to adversely affect our operations.

General global economic downturns and macroeconomic trends, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations, and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our products and exacerbate some of the other risks that affect our business, financial condition and results of operations.

Both domestic and international markets experienced significant inflationary pressures in fiscal year 2022 and inflation rates in the U.S., as well as in other countries in which we operate, are currently expected to continue at elevated levels for the near-term.

In addition, the Federal Reserve in the U.S.

and other central banks in various countries have raised, and may again raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

Interest rate increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world.

Our sales may be adversely impacted by the health and stability of the general economy.

Our results of operation are highly dependent on the number of product sales and program fees generated by our OPTA VIA Coaches.

A downturn in general economic conditions, such as a recession or prolonged economic slowdown, may reduce the demand for our products and otherwise adversely affect our sales.

For example, economic forces, including changes in disposable consumer income and/or reductions in discretionary spending, unemployment levels, labor shortages, demographic trends, inflation and consumer confidence in the economy, may cause consumers to defer or decrease purchases of our products and programs which could adversely affect our revenue, gross profit, and/or our overall financial condition and operating results.

Our direct selling model may be challenged both domestically and abroad which could harm our business.

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Legal and regulatory requirements concerning the direct selling industry generally do not include “bright line” rules and are inherently fact-based and subject to interpretation.

As a result, regulators and courts have discretion in their application of these laws and regulations, and the enforcement or interpretation of these laws and regulations by government agencies or courts can change.

Recent settlements between the FTC and other direct selling companies and guidance from the FTC have addressed inappropriate earnings and lifestyle claims and the importance of focusing on consumers.

As a result, regulators and courts have discretion in their application of

these laws and regulations, and the enforcement or interpretation of these laws and regulations by government agencies or courts can change.

Recent settlements between the FTC and other direct selling companies and guidance from the FTC have addressed inappropriate earnings and lifestyle claims and the importance of focusing on consumer sales.

These developments have created a level of ambiguity as to the proper interpretation of the law and related court decisions.

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We are aware of recent civil actions against other companies in the United States that use a direct selling model, which have and may in the future result in significant legal costs.

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Allegations against companies that use a multi-level marketing strategy in various markets have also created intense public scrutiny of companies in the direct selling industry.

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In 2020, the FTC sent out letters warning multi-level marketing companies to remove and address claims that they or their participants made about their products' ability to treat or prevent COVID-19 or provide earnings for people who have recently lost income.

All of these actions and any future scrutiny of us or the direct selling industry could generate negative publicity or further regulatory actions that could result in fines, restrict our ability to conduct our business, enter into new markets, and ultimately attract clients.

We have experienced rapid growth and expect our growth to continue, which could place significant strain on our management, systems, resources, and results of operations.

We have experienced rapid growth and development in a relatively short period of time and expect to continue this rapid growth in the future.

For example, the total number of our active earning OPTA VIA Coaches was 59,800, 44,200 and 31,800 as of December 31, 2021, 2020 and 2019, respectively, representing year-over-year increases of 35.3% in 2021 and 39.0% in 2020.

In addition, in July 2019, we commenced our international operations, entering into the Asia Pacific markets of Hong Kong and Singapore.

We outsource a distribution center in Hong Kong for product distribution capacity.

We have experienced rapid growth and development in a relatively short period of time and expect to continue growth in the future.

For example, we generated revenue of $1.599 billion in 2022, $1.526 billion in 2021, $934.8 million in 2020 and $713.7 million in 2019 representing year-over-year increases of 4.8% in 2022, 63.2% in 2021 and 31.0% in 2020.

Our rapid growth places significant demands on our management and our administrative, logistical, operational and financial infrastructure.

We cannot assure you that we will be able to successfully optimize our distribution center network or open new distribution centers in new or existing markets if needed to accommodate or facilitate growth or that certain of our distribution centers will not have, or continue to have, operational challenges.

We cannot assure you that we will be able to successfully optimize our distribution center network, including our network of third-party manufacturers, or open new distribution centers in new or existing markets if needed to accommodate or facilitate growth or that certain of our distribution centers will not have, or continue to have, operational challenges.

Our ability to compete effectively and to manage future growth, if any, will depend on our ability to maximize operational efficiencies across our distribution center network, to implement and improve on a timely basis operational, financial and management information systems, including our warehouse management systems, and to expand, train, motivate and manage our work force.

We cannot assure you that our existing personnel, systems, procedures and controls will be adequate to support the future growth of our operations.

We cannot assure you that our existing personnel, systems, procedures, controls, or third-party manufacturer partners will be adequate to support the future growth of our operations.

Our failure to effectively manage our growth could harm our business and reputation and, in particular, our financial condition, results of operations and cash flows, which could negatively affect our ability to make distributions to stockholders and the trading price of our common stock.

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We rely on third-party manufacturers to supply a majority of the food and other products we sell.

If we are unable to obtain a sufficient quantity, quality and variety of foods and other products from these manufactures in a timely and low-cost manner, we will be unable to fulfill our clients’ orders in a timely manner, which may cause us to lose revenue and market share or incur higher costs, as well as damage our reputation and the value of our brands.

If we are unable to obtain a sufficient quantity, quality and variety of foods and other products from these manufactures in a timely and low-cost manner, we will be unable to fulfill our customers’ orders in a timely manner, which may cause us to lose revenue and market share or incur higher costs, as well as damage our reputation and the value of our brands.

We also rely on third-parties to distribute and deliver our products.

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The services we require from these parties may be disrupted due to a number of factors associated with their businesses, including the following:

• the COVID-19 pandemic and any future pandemics;

• public health crises, such as pandemics and epidemics, including the COVID-19 pandemic;

• labor disruptions;

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• shortages or increases in prices of ingredients;

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• USDA or FDA compliance issues.

We manufacture and produce a portion of our powder-based products, which account for approximately 17% of our powder-based unit sales, at our manufacturing facility in Owings Mills, Maryland.

We manufacture and produce a portion of our products, which account for approximately 20% of our total unit sales, at our manufacturing facility in Owings Mills, Maryland.

As a result, we are dependent upon the uninterrupted and efficient operation of our sole manufacturing facility in Owings Mills, Maryland.

The operations at this facility may be disrupted by a number of factors, including the following:

• the COVID-19 pandemic and any future pandemics;

• public health crises, such as pandemics and epidemics, including the COVID-19 pandemic;

• labor disruptions;

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Some of our suppliers may depend on a variety of other local, regional, national and international suppliers to fulfill the purchase orders we place with them.

The availability of such ingredients and other products at competitive prices depends on many factors beyond our control, including the number and size of the suppliers that provide the raw materials that meet our quality and production standards.

The availability of such ingredients and other products at competitive prices

depends on many factors beyond our control, including the number and size of the suppliers that provide the raw materials that meet our quality and production standards.

We rely on our suppliers, and their supply chains, to meet our quality and production standards and specifications and supply ingredients and other products in a timely and safe manner.

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We currently source certain of our ingredients from suppliers located outside of the United States.

Any event causing a disruption or delay of imports from suppliers located outside of the United States, including weather, drought, crop-related diseases, the imposition of import or export restrictions, restrictions on the transfer of funds or increased tariffs, destination-based taxes, value-added taxes, quotas or increased regulatory requirements, could increase the cost or reduce the supply of our

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ingredients and the other materials required by our product offerings, which could materially adversely affect our business, financial condition and operating results.

Furthermore, our suppliers’ operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds or other trade disruptions, each of which could adversely affect our access or ability to source ingredients and other materials used in our product offerings on a timely or cost-effective basis.

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As a result, there can be no assurance that our OPTA VIA Coaches will comply with our policies and procedures.

Additionally, some of our OPTA VIA Coaches do not have extensive training or certification in nutrition, diet or health fields and have only undergone the education they receive from us.

We may be subject to claims from our clients alleging that our OPTA VIA Coaches lack the qualifications necessary to provide proper advice regarding weight loss and related topics.

We may also be subject to claims that our OPTA VIA Coaches have provided inappropriate advice or have inappropriately referred or failed to refer clients to health care providers for matters other than weight loss.

Additionally, most of our OPTA VIA Coaches do not have extensive training or certification in nutrition, diet or health fields and have only undergone the education they receive from us.

We may be subject to claims from our customers alleging that our OPTA VIA Coaches lack the qualifications necessary to provide proper advice regarding weight loss and related topics.

We may also be subject to claims that our OPTA VIA Coaches have provided inappropriate advice or have inappropriately referred or failed to refer customers to health care providers for matters other than weight loss.

Such claims could result in lawsuits, damage to our reputation and divert management’s attention from our business, which would adversely affect our business.

We may be subject to health or advertising related claims from our clients.

Our weight loss and weight management programs do not include medical treatment or medical advice, and we do not engage physicians or nurses to monitor the progress of our clients.

We may be subject to health or advertising related claims from our customers.

Our weight loss and weight management programs do not include medical treatment or medical advice, and we do not engage physicians or nurses to monitor the progress of our customers.

Many people who are overweight suffer from other physical conditions, and our target consumers could be considered a high-risk population.

A customer who experiences health problems could allege or bring a lawsuit against us on the basis that those problems were caused or worsened by participating in our programs.

Further, clients who allege that they were deceived by any statements that we made in advertising or labeling could bring a lawsuit against us under consumer protection laws.

From time-to-time we are subject to such allegations and have been involved in such litigation.

Further, customers who allege that they were deceived by any statements that we made in advertising or labeling could bring a lawsuit against us under consumer protection laws.

From time-to-time we are subject to such allegations and have

been involved in such litigation.

We may ultimately be unsuccessful in defending ourselves against such claims.

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The creation of a weight loss solution, such as a drug therapy, that is perceived to be safe, effective and “easier” than a portion-controlled meal plan would put us at a disadvantage in the marketplace and our results of operations could be negatively affected.

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If we do not continue to develop innovative new products or if our products do not continue to appeal to the market, or if we are unable to successfully expand or respond to consumer trends, our business may suffer.

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We may not be successful in developing, introducing on a timely basis or marketing any new or enhanced products, and we cannot assure you that any new or enhanced products will appeal to the market.

Our failure to develop new products and to enhance our existing products, and the failure of our products to continue to appeal to the market could have an adverse impact on our ability to attract and retain clients and thus adversely affect our business, financial condition or results of operations.

Our failure to develop new products and to enhance our existing products, and the failure of our products to continue to appeal to the market could have an adverse impact on our ability to attract and retain customers and thus adversely affect our business, financial condition or results of operations.

We may not be able to successfully implement new strategic initiatives, which could adversely impact our business.

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If these or other factors limit our ability to successfully execute our strategic initiatives, our business activities, financial condition and results of operations may be adversely affected.

Our business depends on the effectiveness of our advertising and marketing programs, including the strength of the Company's and our OPTA VIA Coaches’ social media presence, to attract and retain clients.

Use of social media may materially and adversely affect our reputation or subject us to fines or other penalties, and restrictions on the use of or access to social media may adversely impact sales of our products and services.

Our business success depends on our ability to attract and retain clients.

Our ability to attract and retain clients depends significantly on the effectiveness of our OPTA VIA Coaches’ advertising and marketing practices.

Our OPTA VIA Coaches support our clients and market our products and services primarily through word of mouth, email and via social media channels such as Facebook, Instagram, Twitter and video conferencing platforms.

If their advertising and marketing campaigns do not generate a sufficient number of clients, our business, financial condition and results of operations will be adversely affected.

We and our OPTA VIA Coaches, as well as social media influencers or other brand ambassadors that we may utilize from time to time, use email and social media platforms as a means of communicating with clients.

We use digital marketing, social media, and email marketing, among other means, to attract and retain clients.

Use of social media may

materially and adversely affect our reputation or subject us to fines or other penalties, and restrictions on the use of or access to social media may adversely impact sales of our products and services.

Our business success depends on our ability to attract and retain customers.

Our ability to attract and retain customers depends significantly on the effectiveness of our OPTA VIA Coaches’ advertising and marketing practices.

Our OPTA VIA Coaches support our customers and market our products and services primarily through word of mouth, email and via social media channels such as Facebook, Instagram, Twitter and video conferencing platforms.

If their advertising and marketing campaigns do not generate a sufficient number of customers, our business, financial condition and results of operations will be adversely affected.

We use digital marketing, social media, and email marketing, among other means, to attract and retain customers.

Unauthorized or inappropriate use of these channels could result in harmful publicity or negative consumer experiences, which could have an adverse impact on the effectiveness of our marketing through these channels.

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As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees, or our Coaches or other third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

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In addition, as we continue to expand our presence domestically and internationally, we, our OPTA VIA Coaches and clients may face more restrictions and increasingly complex regulations on free use and access to social media platforms.

In addition, as we continue to expand our presence domestically and internationally, we, our OPTA VIA Coaches and customers may face more restrictions and increasingly complex regulations on free use and access to social media platforms.

Restrictions on the use of or access to social media, especially in foreign countries that impose stricter regulations around free speech, access to independent news or citizens’ use of foreign communications tools deemed harmful to political or economic interests, may adversely impact sales of our products and services.

Even where the restrictions on social media or censorship are narrowly tailored or targeted, the ability of our OPTA VIA Coaches to reach new clients or our ability to grow our OPTA VIA Coaches in those markets may be adversely affected and our results of operations and financial condition could suffer.

Even where the restrictions on social media or censorship are narrowly tailored or targeted, the ability of our OPTA VIA Coaches to reach new customers or our ability to grow our OPTA VIA Coaches in those markets may be adversely affected and our results of operations and financial condition could suffer.

Human Capital Risks

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We consider our number of active earning OPTA VIA Coaches and average quarterly revenue per active earning OPTA VIA Coach to be key indicators of our financial performance and condition.

As of December 31, 2021, the Company had 59,800 total active earning OPTA VIA Coaches and the average Q4 2021 revenue per active earning OPTA VIA Coach was $6,321.

As of December 31, 2022, the Company had 60,900 total active earning OPTA VIA Coaches.

The failure to provide the business essentials and competitive compensation necessary to motivate OPTA VIA Coaches to grow their businesses will adversely affect our future growth and operating results.

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While we maintain disaster recovery capabilities to return to normal operation in a timely manner, we do not have a fully redundant system that includes an instantaneous recovery capability.

As a result of such possible defects, failures, interruptions or other problems, our services and products could be rendered unreliable or be perceived as unreliable by clients, which could result in harm to our reputation and brand.

As a result of such possible defects, failures, interruptions or other problems, our services and products could be rendered unreliable or be perceived as unreliable by customers, which could result in harm to our reputation and brand.

Any failure of our technology or systems could result in an adverse impact on our business.

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Our business is subject to online security risks, including security breaches and identity theft.

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For example, data protection and privacy laws have been enacted by the U.S.

federal and state governments, including the California Consumer Privacy Act (CCPA), which became effective on January 1, 2020, and other relevant statutes.

federal and state governments, including the California Privacy Rights Act, which became effective on January 1, 2023 and replaced the previously established California Consumer Privacy Act (CCPA) and other relevant statutes.

These laws typically impose significant penalties for non-compliance.

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The effects of these new and evolving laws, regulations, and other obligations potentially are far-reaching and may require us to further modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.

In addition, if we choose to continue expanding our business internationally in the future we may be subject to non-U.S.

privacy, data protection, consumer protection and other laws and regulations, which in some cases are more restrictive than those in the United States.

In addition, if we choose to continue expanding our business internationally in the future we may be subject to international privacy, data protection, consumer protection and other laws and regulations, which in some cases are more restrictive than those in the United States.

For example, the European Union traditionally has imposed stricter obligations under such laws than the United States.

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As a result, we have developed systems that are designed to protect consumer information and prevent fraudulent transactions and other security breaches.

Privacy concerns among prospective and existing clients regarding our use of such information or data collected on our website or through our services and products, such as weight management information, financial data, email addresses and home addresses, could keep them from using our website or purchasing our services or products.

Privacy concerns among prospective and existing customers regarding our use of such information or data collected on our website or through our services and products, such as weight management information, financial data, email addresses and home addresses, could keep them from using our website or purchasing our services or products.

We currently face certain legal obligations regarding the manner in which we treat such information and data.

Businesses have been criticized by privacy groups and governmental bodies for their use and handling of such information and data.

Businesses have been criticized by privacy groups and governmental bodies for their use and handling of such information

We rely on third-party software products to secure our credit card transactions.

Failure to prevent or mitigate fraudulent payment transactions or security breaches or changes in industry standards or regulations may adversely affect our business and operating results or cause us to lose our ability to accept credit cards as a form of payment and result in chargebacks of fraudulently charged amounts.

Furthermore, widespread credit card fraud may lessen our clients’ willingness to purchase our products on our website.

Furthermore, widespread credit card fraud may lessen our customers’ willingness to purchase our products on our website.

Risks Related to Intellectual Property

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Any intellectual property claims, regardless of merit, could be time-consuming and expensive to litigate or settle and could significantly divert management’s attention from other business concerns.

In addition, if we were unable to successfully defend against such claims, we may have to pay damages, stop selling the service or product or stop using the software, technology or

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content found to be in violation of a third-party’s rights, seek a license for the infringing service, product, software, technology or content or develop alternative non-infringing services, products, software, technology or content.

In addition, if we were unable to successfully defend against such claims, we may have to pay damages, stop selling the service or product or stop using the software, technology or content found to be in violation of a third-party’s rights, seek a license for the infringing service, product, software, technology or content or develop alternative non-infringing services, products, software, technology or content.

If we cannot license on reasonable terms, develop alternatives or have to stop using the service, product, software, technology or content for any infringing aspects of our business, we may be forced to limit our service and product offerings.

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The sale, marketing and distribution of our products and programs in these and other international locations is subject to a number of uncertainties, including, but not limited to, the following:

• the COVID-19 pandemic and any future pandemics;

• public health crises, such as pandemics and epidemics, including the COVID-19 pandemic;

• economic and political instability;

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There is no assurance that the policies, procedures and training for all employees, including management, that were designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anticorruption laws to which we are subject, will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire.

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Expansion of our operations in international markets, such as Hong Kong, Singapore and other jurisdictions, may pose elevated risks of anti-corruption violations as we are in frequent contact with persons who may be considered “foreign officials” under the FCPA, resulting in an elevated risk of potential FCPA violations.

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Changes in consumer preferences could negatively impact our operating results.

Our program features pre-packaged food selections, which we believe offer convenience and value to our clients.

Our program features pre-packaged food selections, which we believe offer convenience and value to our customers.

Our continued success depends, to a large degree, upon the continued popularity of our program versus various other weight loss, weight management and fitness regimens, such as low carbohydrate diets, appetite suppressants and diets featured in the published media.

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Our success is also dependent on our food innovation including maintaining a robust array of food items and improving the quality of existing items.

If we do not continually expand our food items or provide clients with items that are desirable in taste and quality, our business could be harmed.

If we do not continually expand our food items or provide customers with items that are desirable in taste and quality, our business could be harmed.

The weight loss industry is subject to adverse publicity, which could harm our business.

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We cannot be sure that the FTC will not challenge our advertising or other operations in the future, which could have a material adverse impact on our business.

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Other aspects of our industry are also subject to government regulation.

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If federal, state, local or foreign regulation of our industry increases for any reason, then we may be required to incur significant expenses, as well as modify our operations to comply with new regulatory requirements, which could harm our operating results.

Additionally, remedies available in any potential administrative or regulatory actions may include product recalls and require us to refund amounts paid by all affected clients or pays other damages, which could be substantial.

Additionally, remedies available in any potential administrative or regulatory actions may include product recalls and require us to refund amounts paid by all affected customers or pays other damages, which could be substantial.

Laws and regulations directly applicable to communications, operations or commerce over the Internet such as those governing intellectual property, privacy, libel and taxation, are more prevalent and remain unsettled.

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The successful assertion or settlement of an uninsured claim, a significant number of insured claims or a claim exceeding the limits of our insurance coverage would harm us by adding costs to the business and by diverting the attention of senior management from the operation of the business.

We may also be subject to claims that our products contain contaminants, are improperly labeled, include inadequate instructions as to use or inadequate warnings covering interactions with other substances.

may also be subject to claims that our products contain contaminants, are improperly labeled, include inadequate instructions as to use or inadequate warnings covering interactions with other substances.

Additionally, the manufacture and sale of these products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination.

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and interest and principal payments required by indebtedness that we may incur in the future.

Our dividend payments may change from time to time, and we cannot

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provide any assurance that we will continue to declare dividends at all or in any particular amounts.

Our dividend payments may change from time to time, and we cannot provide any assurance that we will continue to declare dividends at all or in any particular amounts.

A reduction in our dividend payments could have a negative effect on our stock price.

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The issuance of a substantial number of preferred shares could adversely affect the price of our common stock.

Risks Related to the COVID-19 Pandemic

The global outbreak of the COVID-19 virus may adversely impact our business.

The global outbreak of COVID-19 may have a significant adverse impact on our business as well as on the business environment and the markets in which we operate.

This global health crisis has also had a significant adverse effect on overall economic conditions and we expect consumer demand to continue to be negatively impacted due to changes in consumer behavior and confidence and health concerns.

The situation remains dynamic and subject to rapid and possibly significant change, and accordingly the magnitude and duration of the negative impact to our business from the COVID-19 pandemic cannot be predicted with certainty.

The widespread health crisis also could adversely affect the economies and financial markets in the countries in which we operate, resulting in an economic downturn that could affect consumer demand for our products and services.

Our customer purchasing patterns can be influenced by economic factors.

The precise impact on our business from the disruption of financial markets and the weakening of overall economic conditions cannot be predicted with certainty.

Uncertainties regarding the economic impact of COVID-19 have resulted in, and are likely to continue to result in, sustained impact on the economy.

Our business is particularly sensitive to reductions in discretionary consumer spending, which may be adversely impacted by a recession or fears of a recession, volatility and declines in the stock market and increasingly pessimistic consumer sentiment due to perceived or actual economic and/or health risks.

Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns.

Prolonged unfavorable economic conditions, including as a result of COVID-19, and any resulting recession or slowed economic growth, may have an adverse effect on our financial condition and results of operations.

Individually and collectively, the consequences of the COVID-19 pandemic could adversely impact our business, financial condition, results of operations, cash flows and liquidity.

The extent to which the COVID-19 pandemic ultimately impacts the Company’s business, financial condition, results of operations, cash flows, and liquidity may differ from management’s current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

The extent to which the COVID-19 pandemic adversely affects the Company’s business, financial condition, results of operations, cash flows and liquidity, it may also have the effect of heightening the risks related to the other risk factors described in Part I, Item 1A - Risk Factors.

General Risk Factors

Our sales may be adversely impacted by the health and stability of the general economy.

Our results of operation are highly dependent on the number of product sales and program fees generated by our OPTA VIA Coaches.

A downturn in general economic conditions, such as a recession or prolonged economic slowdown, may reduce the demand for our products and otherwise adversely affect our sales.

For example, economic forces, including changes in disposable consumer income and/or reductions in discretionary spending, unemployment levels, labor shortages, demographic

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trends, inflation and consumer confidence in the economy, may cause consumers to defer or decrease purchases of our products and programs which could adversely affect our revenue, gross profit, and/or our overall financial condition and operating results.

Our stock price fluctuates from time to time and may fall below expectations of securities analysts and investors, and could subject us to litigation, which may result in you suffering a loss on your investment.

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and general political, economic and market conditions.

In some future quarter our operating results may fall below the expectations of securities analysts and investors, which could result in a decrease in the trading price of our common stock.

future quarter our operating results may fall below the expectations of securities analysts and investors, which could result in a decrease in the trading price of our common stock.

In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities.

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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