Item 1A. Risk Factors
ITEM 1A. RISK FACTORS
During the three months ended
September 27, 2025, there were no material changes in the Company’s risk factors from the information provided in Item 1A. Risk
Factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A Risk
Factors included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2025, other than as set
forth below:
The Company’s Rights
Plan could discourage, delay, or prevent a change in control over us and may affect the trading price of our Common Stock.
On October 14, 2025, the Board
approved the adoption of the Rights Plan and authorized and declared a dividend of one common stock purchase right (a “Right”)
for each share of Common Stock outstanding at the close of business on October 24, 2025 and that may become outstanding between such date
and the Distribution Date (as defined in the Rights Plan) or the earlier Expiration Date (as defined in the Rights Plan). If the Rights
become exercisable, all holders of Rights (other than the person or group triggering the Rights Plan, whose Rights would become void)
will be entitled to acquire shares of Common Stock at a 50% discount to the then-current market price or the Company may exchange each
Right held by such holders for one share of Common Stock. The Rights Plan may discourage, delay, or prevent a change of control or acquisition
of the Company, even if such action may be considered beneficial by some stockholders of the Company, and could limit the price that investors
would be willing to pay in the future for the Company’s Common Stock. The foregoing summary of the Rights Plan is qualified in its
entirety by the Rights Plan, which is attached as Exhibit 4.1 to this Form 10-Q.
37
The Company’s business
could be negatively affected as a result of actions of activist stockholders, and such activism could adversely affect the strategic direction
and business results of the Company.
Publicly traded companies
are increasingly subject to activist stockholders advocating corporate actions such as operational, governance, management or social changes,
financial restructurings, increased borrowings, special dividends, stock repurchases, or sales of assets or entire companies to third
parties or to the activist stockholders themselves. The Company has been and may continue to be subject to actions from activist stockholders
or others that may not align with its business strategies or may not be in the best interests of all of its stockholders. Actions taken
by the Board and management in seeking to maintain constructive engagement with certain stockholders may not be successful to prevent
the occurrence of stockholder activist campaigns or changes that adversely affect the strategic direction or business results of the Company.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.