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Company-Specific Risk Factors
−Removed: Our revenue and profitability will decline if the pharmaceutical industry undergoes certain changes, including limiting or discontinuing research, development, production and marketing of the pharmaceuticals that are compatible with the services we provide.
+Added: Our revenue and profitability could decline if the pharmaceutical industry undergoes certain changes, including limiting or discontinuing research, development, production and marketing of the pharmaceuticals that are compatible with the services we provide.
Our business is highly dependent on the ability of pharmaceutical manufacturers to develop, supply and market pharmaceuticals that are compatible with the services we provide.
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The loss of a payer relationship could significantly reduce the number of patients we serve and have a material adverse effect on our revenue and net income, and a reduction in pricing could reduce our gross margins and net income.
−Removed: The healthcare industry is highly competitive.
+Added: Increasing competition from established and vertically integrated healthcare providers, coupled with industry consolidation and cost pressures, may limit our ability to grow revenue, maintain pricing, secure favorable contracts, and access critical pharmaceutical products.
The healthcare industry is highly competitive.
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Changes in industry pricing benchmarks could adversely affect our financial performance.
−Removed: Our contracts generally use certain published benchmarks to establish pricing for the reimbursement of prescription medications we dispense.
−Removed: These benchmarks include AWP, wholesale acquisition cost, ASP and average manufacturer price.
−Removed: Many of our contracts utilize the AWP benchmark.
−Removed: Publication of the AWP benchmark was expected to cease in 2011 as a result of the settlement of class-action lawsuits brought against First Databank and Medi-Span, third-party publishers of various pricing benchmarks.
−Removed: However, Medi-Span continues to publish the AWP benchmark and has indicated that it will continue to do so until a new benchmark is widely accepted.
−Removed: Several industry participants have explored establishing a new benchmark but there is not currently a viable generally accepted alternative to the AWP benchmark.
−Removed: Without a suitable pricing benchmark in place, many of our contracts may need to be modified, which could potentially change the economic structure of our agreements.
−Removed: Changes in our relationships with pharmaceutical suppliers, including changes in drug availability or pricing, could adversely affect our business and financial results.
+Added: Contracts and fee schedules for prescription drug reimbursement, including our contracts with commercial payers, PBMs, and Medicaid programs, generally use certain published benchmarks to establish pricing.
+Added: These benchmarks include Average Wholesale Price (“AWP”), Wholesale Acquisition price (“WAC”), Average Selling Price (“ASP”), among others.
+Added: Future changes to the use of AWP, WAC, ASP or other public pricing benchmarks used to establish drug pricing, including changes in reimbursement calculations by federal and state healthcare programs, could impact our reimbursement and our ability to negotiate rebates and/or discounts with drug manufacturers and wholesalers.
+Added: Changes in our relationships with pharmaceutical manufacturers, including changes in drug availability or pricing, could adversely affect our business and financial results.
We have contractual relationships with pharmaceutical manufacturers to purchase the pharmaceuticals that we dispense.
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Any changes to these relationships, including, but not limited to, the loss of a manufacturer relationship, drug shortages or changes in pricing, could have an adverse effect on our business and financial results.
−Removed: For example, in October 2024, we received notice of a manufacturer’s intention to significantly reduce the spread at which we procure a certain therapy relative to drug reference prices beginning in early 2025, which is expected to negatively impact gross profit by approximately $60 million to $70 million dollars in 2025.
Some pharmaceutical manufacturers attempt to limit the number of preferred distributors that may market certain of their pharmaceutical products.
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A disruption in pharmaceutical and medical supply could adversely impact our business.
−Removed: For the year ended December 31, 2024, approximately 58% of our pharmaceutical and medical supply purchases were from three vendors.
−Removed: Most of the pharmaceuticals that we purchase are available from multiple sources, and we believe they are available in sufficient quantities to meet our needs and the needs of our patients.
+Added: For the year ended December 31, 2025, approximately 68% of our pharmaceutical and medical supply purchases were from four vendors.
+Added: Most of the pharmaceuticals that we purchase are available from multiple distributors, and we believe they are available in sufficient quantities to meet our needs and the needs of our patients.
We keep safety stock to ensure continuity of service for reasonable, but limited, periods of time.
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These actions could negatively impact our revenues and/or profitability.
−Removed: Failure to develop new services or adapt to changes and trends within the healthcare industry may adversely affect our business.
+Added: Our business could be adversely affected if we fail to effectively adopt and integrate evolving technologies such as artificial intelligence (“AI”), attract and retain necessary technical talent, or adapt to competitive, technological, or structural changes in the healthcare products and services industry, any of which could impair our ability to attract and retain clients and maintain our competitive position.
We operate in a highly competitive environment.
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Technology, including the ability to capture and report outcomes, is also an important component of our business as we continue to utilize new and better channels to communicate and interact with our clients, members and business partners.
−Removed: If our competitors are more successful than us in employing new technology, our ability to attract new clients, retain existing clients and operate efficiently may suffer.
−Removed: Any significant shifts in the structure of the healthcare products and services industry in general could alter the industry dynamics and adversely affect our ability to attract or retain clients.
−Removed: Our failure to anticipate or appropriately adapt to changes in the industry could negatively impact our competitive position and adversely affect our business and results of operations.
−Removed: Changes in future business conditions could cause business investments and/or recorded goodwill to become impaired, and our financial condition and results of operations could suffer if there is an impairment of goodwill.
+Added: If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers and programmers, we may face a competitive disadvantage.
+Added: Changes in future business conditions could cause business investments and/or recorded goodwill to become impaired, and our results of operations could suffer if there is an impairment of goodwill.
Our acquisitions resulted in significant goodwill reported on our financial statements.
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The fair value determined using the income approach is then compared to marketplace fair value data from within a comparable industry grouping for reasonableness.
−Removed: Because of the significance of our goodwill, any future impairment could result in material non-cash charges to our results of operations, which could have an adverse effect on our financial condition and results of operations.
+Added: Because of the significance of our goodwill, any future impairment could result in material non-cash charges to our results of operations, which could have an adverse effect on our results of operations.
A significant change in, or noncompliance with, governmental regulations and other legal requirements could have a material adverse effect on our reputation and profitability.
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Any failure to comply with applicable regulatory requirements could result in significant legal and financial exposure, damage our reputation, and have a material adverse effect on our business operations, financial condition and results of operations.
−Removed: Federal actions and legislation may reduce reimbursement rates from governmental payers and adversely affect our results of operations.
+Added: Federal actions and legislation could reduce reimbursement rates from governmental payers and adversely affect our results of operations.
In recent years, Congress has passed legislation reducing payments to healthcare providers.
The Budget Control Act of 2011, as amended, requires automatic spending reductions to reduce the federal deficit, including Medicare spending reductions of up to 2% per fiscal year that extend through 2027.
−Removed: The Center for Medicare & Medicaid Services (“CMS”) began imposing a 2% reduction on Medicare claims on April 1, 2013.
+Added: CMS began imposing a 2% reduction on Medicare claims on April 1, 2013.
The Affordable Care Act provides for material reductions in the growth of Medicare program spending.
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In addition, from time to time, CMS revises the reimbursement systems used to reimburse healthcare providers, which may result in reduced Medicare payments.
−Removed: Most recently, the Inflation Reduction Act of 2022 (the “IRA”) granted CMS the authority to negotiate drug prices under Medicare Part D, with price controls taking effect in 2026.
−Removed: In August 2024, CMS announced the results of its first round of drug price negotiations, which included a 66% reduction from 2023 list price for one therapy in our portfolio.
−Removed: The manufacturer of this therapy subsequently informed us in October 2024 of its intent to significantly reduce our procurement spread relative to drug reference prices beginning in early 2025.
+Added: Most recently, the Inflation Reduction Act of 2022 (the “IRA”) granted CMS the authority to negotiate drug prices under Medicare Part D.
+Added: In August 2024, CMS announced the results of its first round of drug price negotiations, which included a 66% reduction from 2023 list price for one therapy in our portfolio effective January 2026.
The direct and indirect impact IRA-mandated price negotiations and future CMS determinations is expected to negatively impact our results of operations.
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The risks associated with third-party payers and the inability to collect outstanding accounts receivable could have a material adverse effect on our liquidity, cash flows and results of operations.
−Removed: For example, in the first quarter of 2024, Change Healthcare, a subsidiary of UnitedHealth Group, experienced a cybersecurity incident that disrupted its operations, causing us to disconnect from certain Change Healthcare applications until the end of the quarter, preventing us from processing claims for services and reducing our cash flows from operations in the first quarter of 2024.
−Removed: The majority of previously unprocessed claims were recognized in the second quarter of 2024.
−Removed: While we have substantially addressed the backlog and resumed normal billing operations as of the fourth quarter of 2024, we continue to evaluate the impact of the incident on our broader revenue cycle management processes.
−Removed: We are subject to pricing pressures and other risks involved with Third-Party Payers.
−Removed: Competition to provide healthcare services, efforts by traditional Third-Party Payers to contain or reduce healthcare costs, and the increasing influence of managed care payers such as HMOs, has resulted in reduced rates of reimbursement for home infusion and specialty pharmacy services.
+Added: Ongoing reimbursement rate reductions, pricing pressures from Third-Party Payers and managed care payers, and increasing payer consolidation could significantly impact revenue, reduce profitability, and concentrate financial dependence on a few large payers.
+Added: Competition to provide healthcare services, efforts by traditional Third-Party Payers to contain or reduce healthcare costs, and the increasing influence of managed care payers such as HMOs, have resulted in reduced rates of reimbursement for home infusion and specialty pharmacy services.
Changes in reimbursement policies of governmental Third-Party Payers, including policies relating to Medicare, Medicaid and other federal and state funded programs, could reduce the amounts reimbursed to our customers for our products and, in turn, the amount these customers would be willing to pay for our products and services, or could directly reduce the amounts payable to us by such payers.
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Any termination of one or more of our pharmacies from the Medicare program for failure to satisfy the Medicare supplier standards could adversely affect our consolidated financial statements.
−Removed: We cannot predict the impact of changing requirements on compounding pharmacies.
−Removed: The operation of compounding pharmacies are regulated by federal and state governmental agencies.
+Added: Regulatory changes, increased scrutiny, or reclassification of our compounding practices as an FDA-regulated outsourcing facility could lead to costly compliance requirements, operational disruptions, and reputational harm.
+Added: The operations of compounding pharmacies are regulated by federal and state governmental agencies.
We believe that our compounding is performed in safe environments, and we have clinically appropriate policies and procedures in place.
We do not believe that our current compounding practices qualify us as an outsourcing facility because we only compound pursuant to a patient-specific prescription and do so in compliance with the applicable United States Pharmacopeia, Chapter 797 (“USP 797”) standards and applicable state pharmacy laws.
−Removed: Should state regulators or the FDA disagree, or should our business practices change to qualify us as an outsourcing facility, there is risk of regulatory action and/or increased resources required to comply with federal requirements imposed pursuant to the Drug Quality & Safety Act (“DQSA”) on outsourcing facilities that could significantly increase our costs or otherwise affect our results of operations.
+Added: Should state regulators or the FDA disagree, or should our business practices change to qualify us as an outsourcing facility, there is risk of regulatory action and/or increased resources required to comply with federal requirements imposed pursuant to the Drug Quality & Security Act (“DQSA”) on outsourcing facilities that could significantly increase our costs or otherwise affect our results of operations.
Furthermore, we cannot predict the overall impact of increased scrutiny on compounding pharmacies.
−Removed: The (“DQSA”) amended the Federal Drug & Cosmetic Act (“FDCA”) to grant the FDA additional authority to regulate and monitor the manufacturing of compounded pharmaceutical drugs.
+Added: The DQSA amended the FDCA to grant the FDA additional authority to regulate and monitor the manufacturing of compounded pharmaceutical drugs.
In 2013, Congress passed the DQSA, which creates a new category of compounding facilities called outsourcing facilities that are regulated by the FDA.
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The Company believes it complies in all material respects with all applicable requirements of a non-outsourcing-facility pharmacy, as outlined in Section 503A of the FDCA.
−Removed: Title II of this measure, known as the Drug Supply Chain Security Act (“DSCSA”), established requirements in November 2013 to facilitate the tracing of prescription drug products through the pharmaceutical supply distribution chain.
−Removed: These requirements included a 10-year timeline culminating in the building of "an electronic, interoperable system to identify and trace certain prescription drugs as they are distributed in the United States.” The law’s track and trace requirements are applicable to manufacturers, wholesalers, re-packagers and dispensers (e.g., pharmacies) of prescription drugs.
−Removed: The Company is currently materially compliant with the DSCSA provisions currently in effect.
−Removed: As an eligible trading partner, the Company believes it is materially compliant with the additional provisions of DSCSA, which requires the electronic receipt and exchange of transaction information (with specific product identifiers for each package) and transaction statements.
−Removed: Please note that the FDA has issued an exemption from the enhanced drug distribution security requirements of section 582 of the FDCA for eligible trading partners until November 27, 2025.
+Added: In addition, the Company believes it complies in all material respects with the Drug Supply Chain Security Act (“DSCSA”), which includes an electronic, interoperable system to identify and trace certain prescription drugs as they are distributed in the United States.
These regulatory measures, future DSCSA regulatory measures and the potential for increased DSCSA enforcement by the FDA could increase pharmacy costs.
Noncompliance with these regulations could have an adverse impact on our reputation and profitability.
−Removed: Risks Relating to Our Indebtedness
Our existing indebtedness could adversely affect our business and growth prospects.
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Our indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position.
−Removed: If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue equity to obtain necessary funds.
−Removed: We do not know whether we will be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.
Our indebtedness, the cash flow needed to satisfy our debt and the covenants contained in our credit agreements and indenture have important consequences, including but not limited to:
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• making us more vulnerable in the event of a downturn in our business.
−Removed: Our level of indebtedness may place us at a competitive disadvantage to our competitors that are not as highly leveraged.
Fluctuations in interest rates can increase borrowing costs.
−Removed: Increases in interest rates may directly impact the amount of interest we are required to pay and reduce earnings accordingly.
+Added: Increases in interest rates may directly impact the amount of interest we are required to pay, as our First Lien Term Loan has an applicable interest rate of Term SOFR plus 1.75%, and reduce earnings accordingly.
In addition, developments in tax policy, such as the disallowance of tax deductions for interest paid on outstanding indebtedness, could have an adverse effect on our liquidity and our business, financial condition and results of operations.
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The ability to make these payments depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and to certain financial, business, economic and other factors beyond our control.
−Removed: Despite our indebtedness, we may still incur significantly more debt, which could exacerbate the risks associated with our substantial leverage.
+Added: We may incur additional debt, which could increase the risks associated with our leverage.
We may incur additional indebtedness, including additional secured indebtedness, in the future, in connection with future acquisitions, strategic investments and strategic relationships.
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We may not be able to generate sufficient cash flow to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.
−Removed: Our ability to make scheduled payments or to refinance outstanding debt obligations depends on our financial and operating performance, which will be affected by prevailing economic, industry and competitive conditions and by financial, business and other factors beyond our control.
We may not be able to maintain a sufficient level of cash flow from operating activities to permit us to pay the principal, premium, if any, and interest on our indebtedness.
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These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
−Removed: In the absence of such cash flow and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service obligations.
+Added: In the absence of such cash flow and resources, we could face liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service obligations.
The financing documents governing our First Lien Term Loan, Revolver Facility (as defined herein) and our Senior Notes restrict our ability to conduct asset sales and/or use the proceeds from asset sales.
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Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if it is beneficial to our stockholders.
−Removed: Our third amended and restated certificate of incorporation contains provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders.
+Added: Our amended and restated certificate of incorporation contains provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders.
Among other things, these provisions:
−Removed: • allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders;
+Added: • allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders and which could depress the price of our common stock;
• provide that directors may be removed with or without cause only by the affirmative vote of holders of at least 66 2∕3% of the voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class;
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Section 203 of the DGCL imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.
−Removed: Our third amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
−Removed: Pursuant to our third amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees and stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, our third amended and restated certificate of incorporation or our bylaws or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine;
+Added: Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
+Added: Pursuant to our amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees and stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, our amended and restated certificate of incorporation or our bylaws or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine;
provided that, for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, will not apply to suits to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
−Removed: Our third amended and restated certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our third amended and restated certificate of incorporation described above.
−Removed: The forum selection clause in our third amended and restated certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
−Removed: We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.
−Removed: Our third amended and restated certificate of incorporation authorizes us to issue one or more series of preferred stock.
−Removed: Our Board of Directors has the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders.
−Removed: Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock.
−Removed: The potential issuance of preferred stock may delay or prevent a change in control, discouraging bids for our common stock at a premium to the market price, and materially and adversely affecting the market price and the voting and other rights of the holders of our common stock.
−Removed: We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value.
−Removed: We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value.
−Removed: In January 2025, the Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $500 million of our common stock.
+Added: Our amended and restated certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our amended and restated certificate of incorporation described above.
+Added: The forum selection clause in our amended and restated certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
+Added: We cannot guarantee that our stock repurchase program will enhance long-term stockholder value.
+Added: In January 2026, the Company’s Board of Directors approved an increase to its 2025 share repurchase program authorization from $500 million to $1 billion.
The repurchase program does not have an expiration date, and we are not obligated to repurchase a specified number or dollar value of shares, on any particular timetable or at all.
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We may be subject to liability claims for damages and other expenses that are not covered by insurance.
−Removed: As a result of operating in the home infusion industry, our business is subject to inherent risk of claims, losses and potential lawsuits alleging incidents involving our employees that are likely to occur in a patient’s home.
+Added: As a result of operating in the home infusion industry, our business is subject to inherent risk of claims, losses and potential lawsuits alleging medical professional liability incidents involving our employees that are likely to occur in a patient’s home or alternate site.
We maintain professional liability insurance to provide coverage to us and our subsidiaries against these risks.
−Removed: A successful product or professional liability claim in excess of our insurance coverage could harm our consolidated financial statements.
+Added: A successful professional liability claim in excess of our insurance coverage could harm our consolidated financial statements.
Various aspects of our business may subject us to litigation and liability for damages.
1 unchanged sentence
Our business and consolidated financial statements could suffer if we pay damages or defense costs in connection with a claim that is outside the scope of any applicable contractual indemnity or insurance coverage.
−Removed: Our insurance coverage also includes property and business interruption liability, cyber liability, clinical trials liability, crime liability, auto liability, intercompany transit liability, workers’ compensation, employers’ liability, executive liability policies (employment practices liability, fiduciary liability, directors’ and officers’ liability), umbrella/excess liability and general liability with varying limits.
+Added: Our insurance coverage also includes property and business interruption liability, cyber liability, clinical trials liability, crime liability, auto liability, intercompany transit liability, workers’ compensation, employers’ liability, executive liability policies (employment practices liability, fiduciary liability, directors’ and officers’ liability), umbrella/excess liability, storage tank liability and general liability with varying limits.
We cannot assure that the insurance we maintain will satisfy claims made against us or that insurance coverage will continue to be available to us at commercially reasonable rates, in adequate amounts or on satisfactory terms or at all.
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The rise of inflation may adversely impact our business operations, financial condition and results of operations.
−Removed: Acquisitions, strategic investments and strategic relationships involve certain risks.
−Removed: We may pursue acquisitions of strategic investments in, or strategic relationships with businesses and technologies.
+Added: Pursuing acquisitions or strategic investments and alliances may expose us to integration challenges, valuation uncertainties, operational disruptions, and potential financial losses if these investments fail to deliver expected benefits.
+Added: We may pursue acquisitions or strategic investments in, or alliances with, businesses and technologies.
Acquisitions may entail numerous risks, including difficulties in assessing values for acquired businesses, intangible assets and technologies, difficulties in the assimilation of acquired operations and products, diversion of management’s attention from other business concerns, assumption of unknown material liabilities of acquired companies, amortization of acquired intangible assets that could reduce future reported earnings, and potential loss of clients or key employees of acquired companies.
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However, we may not be able to maintain these relationships or develop new strategic alliances.
−Removed: Our business depends on our information systems.
+Added: Our business depends upon our information systems.
A cyber-attack, security breach or our inability to effectively integrate, manage and keep our information systems secure and operational could disrupt our operations.
−Removed: Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack, or damage.
+Added: Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack, or damage as well as the development of a company culture of security and data protection.
The Company relies on its information systems to provide security for processing, transmitting, and storing confidential information about patients, customers, and personnel, such as names, addresses and other individually identifiable information protected by HIPAA and other privacy laws.
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We have not experienced any material known attacks on our information technology systems that compromised any confidential information.
−Removed: We maintain our information technology systems with safeguards against cyber-attacks including passive intrusion protection, firewalls and virus detection software.
+Added: We maintain our information technology systems with safeguards against cyber-attacks including intrusion prevention and detection, firewalls and continuous monitoring of our environment for viruses and malware.
In addition, we provide our employees with extensive training on best ways to protect our patient information, including, among others, avoiding phishing emails and sharing access to sensitive information on a need-only basis.
However, these safeguards do not ensure that a significant cyber-attack could not occur.
−Removed: Although we have taken steps to protect the security of our information technology systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage or the improper access or disclosure of personal health information or personally identifiable information such as in the event of cyber-attacks.
+Added: Although we have taken steps to protect the security of our information technology systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage or the improper access or disclosure of personal health information or personally identifiable information such as in the event of a cyber-attack or employee error or misuse of the system.
Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches can create system disruptions or shutdowns or the unauthorized use or disclosure of confidential information.
−Removed: If personal information or protected health information is improperly accessed, tampered with or disclosed as a result of a security breach, we may incur significant costs to notify, and mitigate potential harm to the affected individuals, and we may be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under HIPAA or other federal or state laws protecting confidential personal information.
+Added: If personally identifiable information or protected health information is improperly accessed, tampered with or disclosed as a result of a security breach, we may incur significant costs to notify, and mitigate potential harm to the affected individuals.
+Added: We may be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under HIPAA or other federal or state laws protecting confidential personal information.
In addition, a security breach of our information technology systems could damage our reputation, subject us to liability claims or regulatory penalties for compromised personal information and could have a materially adverse effect on our business, financial condition, and results of operations.
−Removed: Our business is dependent on the services provided by third-party information technology vendors.
+Added: Reliance on third-party hosting services exposes us to potential security breaches, service disruptions, and pricing changes that could negatively impact operations and financial performance.
Our information technology infrastructure includes hosting services provided by third parties.
While we believe these third parties are high-performing organizations with secure platforms and customary certifications, they could suffer a security breach or business interruption, which in turn could impact our operations negatively.
−Removed: In addition, changes in pricing terms charged by our technology vendors may adversely affect our financial performance.
−Removed: We use, and may continue to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business.
−Removed: If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers and programmers, we may face a competitive disadvantage.
−Removed: At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, reputational harm and security risks.
+Added: The development and use of AI technologies could expose us to significant governance, compliance, and legal liabilities, including evolving regulatory requirements, heightened scrutiny, litigation risk, and substantial compliance costs, that may adversely affect our operations, financial condition, and ability to successfully adopt and deploy AI.
+Added: The use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, reputational harm and security risks.
It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability.
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Any of the foregoing could also cause investors to lose confidence in our reported financial information and in us and would likely result in a decline in the market price of our stock and in our ability to raise additional financing if needed in the future.
−Removed: Acts of God, such as major weather disturbances, could disrupt our business.
−Removed: Acts of God, such as major weather disturbances, natural disasters, or other force majeure events, could disrupt our operations, supply chain, and the services we provide to patient.
+Added: Acts of God, such as major weather disturbances or other force majeure events, could disrupt our business.
+Added: Acts of God, such as major weather disturbances, natural disasters, or other force majeure events, could disrupt our operations, supply chain, and the services we provide to patients.
Our business relies on a network of prescribers, providers, patients and facilities that can be negatively impacted by local weather disturbances and other force majeure events.
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Additionally, such events could impact key suppliers or vendors, disrupting the services or materials they provide to us.
−Removed: Climate change, or legal, regulatory or market measures to address climate change, could adversely affect our business and results of operations.
In addition, acts of God and other force majeure events may cause a reduction in our business or increased costs, such as increased costs in our operations as we incur overtime charges or redirect services to other locations, delays in our ability to work with payers, hospitals, physicians and other strategic partners on new business initiatives, and disruption to referral patterns as patients are moved out of facilities affected by such events or are unable to return to sites of service in patients’ homes.
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.