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Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
−Removed: There have not been any significant changes with respect to the risks described in our 2025 Annual Report on Form 10-K, other than the items notes below.
−Removed: Risks Related to the Merger
−Removed: The announcement and pendency of the proposed Merger may adversely affect our business, financial condition and results of operations.
−Removed: There are material uncertainties and risks associated with the proposed Merger, including the timing of the consummation of the Merger, which may adversely affect our business and ongoing operations, financial condition and results of operations, employees, customers, stockholders, other parties and business prospects and a failure to complete the Merger on the terms reflected in the Merger Agreement or at all could have a material and adverse effect on our business, financial condition, results of operations, cash flows, and stock price.
−Removed: Failure to complete the Merger could negatively impact the price of our common stock, as well as our future business and financial results.
−Removed: The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Merger, including stockholder approval and regulatory approval.
−Removed: We cannot assure you that all of the conditions to the Merger will be satisfied or waived on a timely basis.
−Removed: If the conditions to the Merger are not satisfied or waived on a timely basis, we may be unable to complete the Merger as quickly as expected or at all.
−Removed: If the Merger is not completed, our ongoing business may be adversely affected as follows:
−Removed: (i) we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;
−Removed: (ii) some of management’s attention will have been directed to the Merger instead of being directed to our own operations and the pursuit of other opportunities that could have been beneficial to us;
−Removed: (iii) the manner in which customers, suppliers and other third parties perceive us may be negatively impacted, which in turn could have an adverse effect on our business;
−Removed: (iv) we may experience negative reactions from employees;
−Removed: (v) we will have expended time and resources that could otherwise have been spent on our business;
−Removed: and (vi) we may be required, in certain circumstances, to pay a termination fee of $10,581,814, as provided in the Merger Agreement.
−Removed: In addition, any significant delay in consummating the Merger could have an adverse effect on our operating results and adversely affect our relationships with customers and suppliers and would likely lead to a significant diversion of management and employee attention.
−Removed: If the Merger is not completed, neither we nor the holders of our common stock will realize these benefits of the Merger.
−Removed: Moreover, we would also have nevertheless incurred substantial transaction-related fees and costs and the loss of management time and resources.
−Removed: Our ability to complete the Merger is subject to certain closing conditions and the receipt of consents and approvals from government entities which may impose conditions that could adversely affect us or cause the Merger to be abandoned.
−Removed: The Merger Agreement contains certain closing conditions, including, among others, the approval by the affirmative vote of the holders of a majority of our outstanding capital stock entitled to vote on the Merger to adopt and approve the Merger Agreement and the absence of any injunction or similar order issued by any government entity with jurisdiction over any party to the Merger Agreement or law that has the effect of prohibiting the consummation of the Merger or that makes consummation of the Merger illegal.
−Removed: The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being true and correct to the extent specified in the Merger Agreement and the other party having performed in all material respects its obligations under the Merger Agreement.
−Removed: We cannot assure you that the various closing conditions will be satisfied or will not result in the abandonment or delay of the Merger.
−Removed: In addition, before the Merger may be completed, regulatory approval under the HSR Act must be obtained and that the parties have obtained CFIUS Clearance for the Merger (the “Regulatory Approval”).
−Removed: Such conditions and the process of obtaining Regulatory Approval could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the completion of the Merger, and the conditions may result in the failure of a closing condition under the Merger Agreement.
−Removed: The Regulatory Approval may not be received at all or may not be received in a timely fashion.
−Removed: Expenses related to the pending Merger are significant and will adversely affect our operating results.
−Removed: We have incurred and expect to continue to incur significant expenses in connection with the pending Merger, including legal and investment banking fees.
−Removed: We expect these costs to have an adverse effect on our operating results.
−Removed: If the Merger is not consummated, we may under certain circumstances be required to pay to Buyer a termination fee of $10,581,814 million.
−Removed: Our financial position and results of operations would be adversely affected if we were required to pay the termination fee.
−Removed: We are subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect our business.
−Removed: The Merger Agreement requires us to operate in the ordinary course of business and restricts us, without the consent of Buyer, from taking certain specified actions agreed by the parties to be outside the ordinary course of business until the pending Merger occurs or the Merger Agreement terminates.
−Removed: These restrictions may prevent us from pursuing otherwise attractive business opportunities and making other changes to our business before completion of the Merger or, if the Merger is not completed, termination of the Merger Agreement.
−Removed: In addition, matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by our management, which could divert their time and attention.
−Removed: Litigation could result in substantial costs and may delay or prevent the Merger from being completed.
−Removed: While no lawsuits are currently pending in connection with the Merger, we (along with our directors and officers) may be named in lawsuits to enjoin us from proceeding with or consummating the Merger, or seeking to have the Merger rescinded after its consummation.
−Removed: Defending against such claims, even those without merit, could result in substantial costs and divert management’s time and resources, which may negatively impact our financial condition and adversely affect our business and results of operations.
−Removed: The ultimate resolution of any such lawsuit cannot be predicted, and an adverse ruling in any such lawsuit may cause the Merger to be delayed or not to be completed, which could cause us not to realize some or all of the anticipated benefits of the Merger.
−Removed: Additionally, one of the conditions to the closing of the Merger is the absence of any injunction or similar order issued by government entity with jurisdiction over any party to the Merger Agreement or law that has the effect of prohibiting the consummation of the Merger or that makes consummation of the Merger illegal.
−Removed: Accordingly, if any lawsuit is successful in obtaining an injunction prohibiting the consummation of the Merger, then such injunction may prevent the Merger from becoming effective, or delay its becoming effective within the expected time frame.
Unregistered Sales of Equity Securities and Use of Proceeds .
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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.