18 unchanged sentences
not be made with the same data as would be available as if we had a longer history of public reporting.
−Removed: We have incurred losses for the quarter ended
−Removed: June 30, 2022 and the year ended December 31, 2021 and could continue to incur losses in the future.
−Removed: For the year ended December 31, 2022, we incurred a loss from operations of
−Removed: $6,021,707 and a net loss of $5,793,414.
−Removed: For the year ended December 31, 2021, we incurred a loss from operations of $1,630,721 and a
−Removed: net loss of $1,011,009.
−Removed: As of December 31, 2022, we had an accumulated deficit of approximately $5.8 million.
−Removed: There can be no assurance
−Removed: that expenses will not continue to increase in future periods or that the cash generated from operations in future periods will be sufficient
−Removed: to satisfy our operating needs and to generate income from operations and net income.
+Added: We have incurred losses for the years ended
+Added: December 31, 2023 and 2022 and could continue to incur losses in the future.
+Added: For the years ended December 31, 2023 and 2022, respectively,
+Added: we incurred a loss from operations of $11,987,299 and $6,021,708;
+Added: and a net loss of $9,782,196 and $5,792,414.
+Added: As of December 31, 2023,
+Added: we had an accumulated deficit of approximately $14.5 million.
+Added: There can be no assurance that expenses will not continue to increase in
+Added: future periods or that the cash generated from operations in future periods will be sufficient to satisfy our operating needs and to generate
+Added: income from operations and net income .
Our ability to meet
4 unchanged sentences
We cannot assure you that we or our subsidiaries, will be able to attract and retain qualified employees to meet current
−Removed: or future manufacturing needs at a reasonable cost, or at all.
−Removed: For instance, the demand for skilled employees has increased recently with
−Removed: the low unemployment rates in Florida where we have manufacturing facilities and in North Carolina where Forza is building a manufacturing
−Removed: We anticipate increasing the number of employees that Forza will need to hire once the manufacturing facility in North Carolina
−Removed: is operational.
−Removed: Also, although none of our employees are currently covered by collective bargaining agreements, we cannot assure you that
−Removed: our employees will not elect to be represented by labor unions in the future.
−Removed: Additionally, competition for qualified employees could
−Removed: require us to pay higher wages to attract a sufficient number of employees.
−Removed: Significant increases in manufacturing workforce costs could
−Removed: materially adversely affect our business, financial condition or results of operations.
−Removed: Forza intends to continue to hire a number of
−Removed: additional personnel, including design and manufacturing personnel and service technicians for its electric boats and powertrains.
−Removed: for individuals with experience designing, manufacturing and servicing electric boats is intense, and Forza may not be able to attract,
−Removed: assimilate, train or retain additional highly qualified personnel in the future.
−Removed: The failure to attract, integrate, train, motivate and
−Removed: retain these additional employees could seriously harm Forza’s business and prospects.
+Added: or future manufacturing needs at a reasonable cost,
+Added: For instance, the demand for skilled employees has increased recently
+Added: with the low unemployment rates in Florida where we have manufacturing facilities and in North Carolina where Forza is building a manufacturing
+Added: Also, although none of our employees are currently covered by collective bargaining agreements, we cannot assure you that our
+Added: employees will not elect to be represented by labor unions in the future.
+Added: Additionally, competition for qualified employees could require
+Added: us to pay higher wages to attract a sufficient number of employees.
+Added: Significant increases in manufacturing workforce costs could materially
+Added: adversely affect our business, financial condition or results of operations.
+Added: Forza intends to continue to hire a number of additional
+Added: personnel, including design and manufacturing personnel and service technicians for its electric boats and powertrains.
+Added: Competition for
+Added: individuals with experience designing, manufacturing and servicing electric boats is intense, and Forza may not be able to attract, assimilate,
+Added: train or retain additional highly qualified personnel in the future.
+Added: The failure to attract, integrate, train, motivate and retain these
+Added: additional employees could seriously harm Forza’s business and prospects.
We have a large, fixed
54 unchanged sentences
years including the recent global economic uncertainty and financial market conditions.
−Removed: Russia’s invasion and military attacks on
−Removed: Ukraine have triggered significant sanctions from U.S.
−Removed: and European leaders and financial markets around the world experienced volatility
−Removed: following the invasion of Ukraine by Russia in February 2022.
−Removed: Resulting changes in U.S.
−Removed: trade policy could trigger retaliatory actions
−Removed: by Russia, its allies and other affected countries, including China, resulting in a “trade war.” Furthermore, if other countries,
−Removed: including the U.S., become further involved in the conflict, we could face significant adverse effects to our business and financial condition.
+Added: The circumstances relating to the COVID-19 pandemic,
+Added: the Russian invasion of Ukraine, the war in the Middle East, as well as other global conditions, have caused significant shortages in
+Added: the supply chain.
+Added: We are continuously evaluating alternative and secondary source suppliers in order to ensure that we are able to source
+Added: sufficient materials.
The uncertain financial markets, disruptions in supply
26 unchanged sentences
in the future lead to market-wide liquidity problems.
−Removed: For example, on March 10, 2023, Silicon Valley Bank, was closed by the California
−Removed: Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver.
−Removed: did not have any cash or cash equivalent balances on deposit with Silicon Valley Bank, uncertainty and liquidity concerns in the broader
−Removed: financial services industry remain and the failure of Silicon Valley Bank and its potential near- and long-term effects on the biotechnology
−Removed: industry and its participants such as our vendors, suppliers, and investors, may also adversely affect our operations and stock price.
We are actively monitoring the effects these disruptions
85 unchanged sentences
had sales of over 10% of our total sales, that dealer represented 10% of total sales.
−Removed: During the year ended December 31, 2021, five
−Removed: individual dealers had sales of over 10% of our total sales and combined these five dealers represented 67% of total sales.
−Removed: of a significant dealer could have a material adverse effect on our financial condition and results of operations.
−Removed: The number of dealers
−Removed: supporting our products and the quality of their marketing and servicing efforts are essential to our ability to generate sales.
−Removed: for dealers among other boat manufacturers continues to increase based on the quality, price, value, and availability of the manufacturers’
+Added: During the year ended December 31, 2022, one
+Added: individual dealer had sales of over 10% of our total sales and that dealer represented 12% of total sales.
+Added: The loss of a significant
+Added: dealer could have a material adverse effect on our financial condition and results of operations.
+Added: The number of dealers supporting our
+Added: products and the quality of their marketing and servicing efforts are essential to our ability to generate sales.
+Added: Competition for dealers
+Added: among other boat manufacturers continues to increase based on the quality, price, value, and availability of the manufacturers’
products, the manufacturers’ attention to customer service, and the marketing support that the manufacturer provides to the dealers.
8 unchanged sentences
A substantial
−Removed: deterioration in the number of dealers or quality of our network of dealers would have a material adverse effect on our business, financial
−Removed: condition, and results of operations.
+Added: deterioration in the number of dealers or the quality of our network of dealers would have a material adverse effect on our business,
+Added: financial condition, and results of operations.
Our success depends,
34 unchanged sentences
In addition, applicable
−Removed: laws regulating dealer relations may also require us to repurchase our products from our dealers under certain circumstances, and we may
+Added: laws regulating dealer relations may also require us to repurchase our products from our dealers under certain circumstances,
not have any control over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy
6 unchanged sentences
suppliers to provide components and raw materials essential to the construction of our boats.
−Removed: While we believe that our relationships
−Removed: with our current suppliers are sufficient to provide the materials necessary to meet present production demand, we cannot assure you that
−Removed: these relationships will continue or that the quantity or quality of materials available from these suppliers will be sufficient to meet
−Removed: our future needs, irrespective of whether we successfully implement our growth strategy.
−Removed: We expect that our need for raw materials and
−Removed: supplies will increase.
−Removed: Our suppliers must be prepared to ramp up operations and, in many cases, hire additional workers and/or expand
−Removed: capacity in order to fulfill the orders placed by us and other customers.
−Removed: Operational and financial difficulties that our suppliers may
−Removed: face in the future could adversely affect their ability to supply us with the parts and components we need, which could significantly
−Removed: disrupt our operations.
+Added: During the year ended December 31, 2023,
+Added: the Company purchased all engines for its boats under supplier agreements with three vendors.
+Added: During the year ended December 31, 2022,
+Added: the Company purchased all engines for its boats under supplier agreements with one vendor.
+Added: While we believe that our relationships with
+Added: our current suppliers are sufficient to provide the materials necessary to meet present production demand, we cannot assure you that these
+Added: relationships will continue or that the quantity or quality of materials available from these suppliers will be sufficient to meet our
+Added: future needs, irrespective of whether we successfully implement our growth strategy.
+Added: We expect that our need for raw materials and supplies
+Added: will increase.
+Added: Our suppliers must be prepared to ramp up operations and, in many cases, hire additional workers and/or expand capacity
+Added: in order to fulfill the orders placed by us and other customers.
+Added: Operational and financial difficulties that our suppliers may face in
+Added: the future could adversely affect their ability to supply us with the parts and components we need, which could significantly disrupt
+Added: our operations.
Termination or interruption
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and operating results.
−Removed: We rely on one manufacturer
−Removed: to supply our engines for our gas powered boats and do not have any long terms commitments from such manufacturer.
−Removed: We currently rely on one
−Removed: manufacturer, Suzuki Motor of America, Inc.
−Removed: for the supply of outboard engines for our gas powered boats.
−Removed: We do not have any long-term
−Removed: commitments from Suzuki to supply any specified number of engines and therefore cannot guarantee that there will be adequate supply of
−Removed: To date, as a result of the COVID-19 pandemic, we have experienced shortages in obtaining the 150-horsepower motors that
−Removed: are supplied to us by Suzuki Motor of America, Inc., which historically have been used in approximately 15% of our boats.
−Removed: believe we have sufficient supply of our other engines, due to supply chain shortages, we may not be able to obtain engines in the future
−Removed: from other manufacturers if Suzuki Motor of America, Inc.
−Removed: should be unable to satisfy our needs.
−Removed: Suzuki Motor of America, Inc., and other
−Removed: manufacturers may not be able to provide us with engines in a timely manner due to supply chain shortages and even if other manufacturers
−Removed: are able to fulfill our engine needs they may not be able to do so at the same price as we currently pay for the engines we install in
−Removed: our boats, which could result in lower profit margins or us increasing the price of our boats in order to maintain profit margins which
−Removed: could adversely impact demand for our boats.
−Removed: In addition, certain geopolitical events, such as the current military conflict between Russia
−Removed: and Ukraine, may increase the likelihood of supply chain interruptions and hinder our ability to find materials we need to build our boats.
Significant product repair and/or replacement
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While our employees who handle these and other potentially
−Removed: hazardous or toxic materials receive specialized training and wear protective clothing, there is still a risk that they, or others, may
+Added: hazardous or toxic materials receive specialized training and wear protective clothing, there is still a risk that they,
+Added: or others, may
be exposed to these substances.
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at sites where our hazardous wastes have been disposed or at our current facility, regardless of whether our facility is owned or leased
−Removed: or whether the environmental conditions were created by us, a prior owner or tenant, or a third-party.
−Removed: While we do not believe that we
−Removed: are presently subject to any such liabilities, we cannot assure you that environmental conditions relating to our prior, existing, or
−Removed: future sites or operations or those of predecessor companies will not have a material adverse effect on our business or financial condition.
+Added: or whether the environmental conditions were created by us, a prior owner or tenant, or third-party.
+Added: While we do not believe that we are
+Added: presently subject to any such liabilities, we cannot assure you that environmental conditions relating to our prior, existing, or future
+Added: sites or operations or those of predecessor companies will not have a material adverse effect on our business or financial condition.
Our industry is characterized
14 unchanged sentences
financial condition, and results of operations.
+Added: We also compete with other manufacturers for employees.
We face increasing
14 unchanged sentences
Our boats are not necessities
−Removed: and in times of economic hardship, and consumers may cease purchasing non-essential items.
+Added: and in times of economic hardship, consumers may cease purchasing non-essential items.
Demand for our boats may be adversely affected
36 unchanged sentences
consumer and dealer base.
−Removed: Failure to continue to protect our brand may adversely affect our business, financial condition, and results
+Added: Failure to continue to protect our brand may adversely affect our business, financial condition,
of operations.
−Removed: We expect that our ability to develop, maintain and strengthen the Twin Vee brand and the Forza brand will also depend
+Added: We expect that our ability to develop, maintain and strengthen the Twin Vee, AquaSport and Forza brands will also depend
heavily on the success of our marketing efforts.
−Removed: To further promote our brand and Forza’s brand, we and Forza may be required to
+Added: To further promote our brands and Forza’s brand, we and Forza may be required to
change our marketing practices, which could result in substantially increased advertising expenses, including the need to use traditional
54 unchanged sentences
from operations and from our initial public offering and follow on offering are not sufficient to meet our cash requirements, we will
−Removed: need to seek additional capital, potentially through debt or equity financings, to fund our growth.
+Added: need to seek additional capital,
+Added: potentially through debt or equity financings, to fund our growth.
We cannot assure you that we will
35 unchanged sentences
and that one dealer represented 10% of total sales.
−Removed: During the year ended December 31, 2021, five dealers represented 67% of our
−Removed: The loss of business from a significant dealer could have a material adverse effect on our business, financial condition, results
−Removed: of operations and cash flows.
+Added: During the year ended December 31, 2022, one dealer represented 12% of our sales.
+Added: The loss of business from a significant dealer could have a material adverse effect on our business, financial condition, results of operations
+Added: and cash flows.
We depend upon our
1 unchanged sentence
Our future success will depend
−Removed: in significant part upon the continued service of our executive officers.
−Removed: We cannot assure you that we will be able to continue to attract
−Removed: or retain such persons.
−Removed: We do not have an insurance policy on the life of our chief executive officer, and we do not have “key person”
−Removed: life insurance policies for any of our other officers or advisors.
−Removed: The loss of the technical knowledge and management and industry expertise
−Removed: of any of our key personnel could result in delays in product development, loss of customers and sales and diversion of management resources,
−Removed: which could adversely affect our operating results.
+Added: in significant part upon the continued service of our Chief Executive Officer and other executive officers.
+Added: We cannot assure you that
+Added: we will be able to continue to attract or retain such persons.
+Added: We do not have an insurance policy on the life of our chief executive officer,
+Added: and we do not have “key person” life insurance policies for any of our other officers or advisors.
+Added: The loss of the technical
+Added: knowledge and management and industry expertise of any of our key personnel could result in delays in product development, loss of customers
+Added: and sales and diversion of management resources, which could adversely affect our operating results.
Certain of our shareholders
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there is a risk that this information may be compromised.
+Added: Maintaining the secrecy of confidential, proprietary,
+Added: or trade secret information is important to our competitive business position.
+Added: While we have taken steps to protect such information and
+Added: invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches
+Added: in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our
+Added: business operations or result in the loss, dissemination, or misuse of critical or sensitive information.
+Added: A cyber-attack or other significant
+Added: disruption involving our information technology systems, or those of our vendors, suppliers and other partners,
+Added: could also result in disruptions
+Added: in critical systems, corruption or loss of data and theft of data, funds or intellectual property.
+Added: A breach of our security measures or
+Added: the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information,
+Added: or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other
+Added: reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business
+Added: or financial condition.
+Added: We may be unable to prevent outages or security breaches in our systems.
+Added: We remain potentially vulnerable to additional
+Added: known or yet unknown threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude
+Added: We also face the risk that we expose our vendors or partners to cybersecurity attacks.
+Added: Any or all of the foregoing could
+Added: adversely affect our results of operations and our business reputation.
Likewise, data privacy breaches
6 unchanged sentences
results of operations.
−Removed: Uninsured losses could result in payment of
−Removed: substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.
+Added: Our business and operations would suffer in
+Added: the event of computer system failures.
+Added: Despite the implementation of security measures, our
+Added: internal computer systems, and those of third parties on which we rely, are vulnerable to damage from computer viruses, malware, natural
+Added: disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the internet, attachments
+Added: to emails, persons inside our organization, or persons with access to systems inside our organization.
+Added: The risk of a security breach or
+Added: disruption, particularly through cyber-attacks or cyber-intrusions, including by computer hackers, foreign governments, and cyber-terrorists,
+Added: has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.
+Added: If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our current or future
+Added: product development programs.
+Added: For example, the loss of any customer data could impact our ability to retain customers or attract new customers.
+Added: To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate
+Added: disclosure of confidential or proprietary information, we could incur material legal claims and liability, damage to our reputation, and
+Added: the further development of our product candidates could be delayed.
+Added: We are increasingly
+Added: dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
+Added: Significant disruptions to
+Added: our information technology systems or breaches of information security could adversely affect our business.
+Added: In the ordinary course of
+Added: business, we collect, store and transmit confidential information, and it is critical that we do so in a secure manner to maintain the
+Added: confidentiality and integrity of such confidential information.
+Added: The size and complexity of our information technology systems, and those
+Added: of our third-party vendors with whom we contract, make such systems potentially vulnerable to service interruptions and security breaches
+Added: from inadvertent or intentional actions by our employees, partners or vendors, from attacks by malicious third parties, or from intentional
+Added: or accidental physical damage to our systems infrastructure maintained by us or by third parties.
+Added: Maintaining the secrecy of this confidential,
+Added: proprietary, or trade secret information is important to our competitive business position.
+Added: While we have taken steps to protect such
+Added: information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security
+Added: breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely
+Added: affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information.
+Added: A breach of our security
+Added: measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary
+Added: information, or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or
+Added: for any other reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect
+Added: our business or financial condition.
+Added: Further, any such interruption, security breach, loss or disclosure of confidential information,
+Added: could result in financial, legal, business, and reputational harm to us and could have a material adverse effect on our business, financial
+Added: position, results of operations or cash flow.
+Added: Uninsured losses could
+Added: result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.
In the ordinary course of business, we may be subject
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has not yet been developed, and even if developed, interest in it may not develop.
−Removed: Forza, has not completed the design and engineering
−Removed: of the FX1 sport boat.
−Removed: There can be no assurance that Forza will be able to complete development of the FX1 when anticipated, if at all,
−Removed: that we will be able to mass produce the FX1 or that the anticipated features or services to be included in the FX1 will create substantial
−Removed: interest or a market, and therefore Forza’s anticipated FX1 product, its sales and growth for our product may not develop as expected,
−Removed: For example, in May 2021 we experienced a small fire in connection with the sea trial of a prototype of our electric boat which
−Removed: resulted in a six-month delay in our design timetable as we implemented changes to the design for outboard electric motor system as a
−Removed: result of the fire.
−Removed: We cannot guarantee that similar events will not occur in the future, or that we will be able to contain such events
−Removed: without damage or delay.
−Removed: Even if such a market for the FX1 sport boat develops, there can be no assurance that Forza would be able to
−Removed: maintain that market.
+Added: Forza has not yet commercialized any boats.
+Added: can be no assurance that Forza will be able to complete development of the fully electric sport boat when anticipated, if at all, that
+Added: we will be able to mass produce the fully electric sport boat or that the anticipated features or services to be included in the fully
+Added: electric will create substantial interest or a market, and therefore Forza’s anticipated product, its sales and growth for our product
+Added: may not develop as expected, or at all.
+Added: For example, in May 2021 we experienced a small fire in connection with the sea trial of a prototype
+Added: of our electric boat which resulted in a six-month delay in our design timetable as we implemented changes to the design for outboard
+Added: electric motor system as a result of the fire.
+Added: We cannot guarantee that similar events will not occur in the future, or that we will be
+Added: able to contain such events without damage or delay.
+Added: Even if such a market for the fully electric sport boat develops, there can be no
+Added: assurance that Forza would be able to maintain that market.
Forza’s operations to date have been primarily
limited to finalizing the design and engineering of its electric sport boat as well as organizing and staffing Forza in preparation for
−Removed: launching the FX1 electric boat.
+Added: launching the fully electric boat.
As such, Forza has not yet demonstrated, and the success of Forza is wholly dependent upon, its ability
1 unchanged sentence
The successful commercialization of any products will require us to perform a variety of functions, including:
−Removed: completing the design and testing for the FX1 sport boat and Forza’s proprietary outboard electric motor;
−Removed: manufacturing the FX1 sport boats;
+Added: completing the design and testing for the fully electric sport boat and our Forza’s proprietary outboard electric motor;
+Added: manufacturing the fully electric sport boats;
developing a vertically integrated direct-to-consumer distribution system;
8 unchanged sentences
Forza will require significant capital to develop
−Removed: and grow our business, including developing its first boat to be manufactured, the FX1, as well as building its brand.
−Removed: Forza expects to
−Removed: make additional capital expenditures and incur substantial costs as it completes the design and engineering of the FX1 and prepare to
−Removed: commercially launch sales of its boats and grow its business, including research and development expenses, raw material procurement costs,
−Removed: sales and distribution expenses as we build our brand and market its boats and general and administrative expenses as Forza scales its
−Removed: operations, identifies and commits resources to investigate new areas of demand and incurs costs as a public company.
−Removed: Forza’s ability
−Removed: to become profitable in the future will not only depend on its ability to complete the design and development of its boats but also to
−Removed: control its capital expenditures and costs.
−Removed: As Forza expands its product portfolio, it will need to manage costs effectively to sell those
−Removed: products at our expected margins.
−Removed: If Forza is unable to cost efficiently design, manufacture, market, sell and distribute and service
−Removed: its boats and provide its services, our business, prospects, financial condition, results of operations, and cash flows would be materially
−Removed: and adversely affected.
+Added: and grow our business, including developing its first boat to be manufactured, as well as building its brand.
+Added: Forza expects to make additional
+Added: capital expenditures and incur substantial costs as it completes the design and engineering of the fully electric sport boat and prepare
+Added: to commercially launch sales of its boats and grow its business, including research and development expenses,
+Added: raw material procurement
+Added: costs, sales and distribution expenses as we build our brand and market its boats and general and administrative expenses as Forza scales
+Added: its operations, identifies and commits resources to investigate new areas of demand and incurs costs as a public company.
+Added: ability to become profitable in the future will not only depend on its ability to complete the design and development of its boats but
+Added: also to control its capital expenditures and costs.
+Added: As Forza expands its product portfolio, it will need to manage costs effectively to
+Added: sell those products at our expected margins.
+Added: If Forza is unable to cost efficiently design, manufacture, market, sell and distribute and
+Added: service its boats and provide its services, our business, prospects, financial condition, results of operations, and cash flows would
+Added: be materially and adversely affected.
Forza’s planned distribution model is
2 unchanged sentences
Forza’s distribution model is still in the planning
−Removed: We, through Forza, currently plans to mainly sell its electric-powered boats directly to customers rather than through franchised
−Removed: dealerships (unless required to do so by certain states), primarily through the Forza X1 website and app platform, subject to obtaining
−Removed: applicable dealer licenses and equivalent permits in such jurisdictions.
−Removed: The digital customer experience via our online platform will
−Removed: allow customers to research, shop, choose boat hull color, interior upholstery color, and a possible upgrade of an additional battery
−Removed: to extend run times, order, track and take delivery through our web-based and app platform.
+Added: Forza currently plans to mainly sell its electric-powered boats directly to customers rather than through franchised dealerships
+Added: (unless required to do so by certain states), primarily through the Forza X1 website and app platform, subject to obtaining applicable
+Added: dealer licenses and equivalent permits in such jurisdictions.
+Added: The digital customer experience via our online platform will allow customers
+Added: to research, shop, choose boat hull color, interior upholstery color, and a possible upgrade of an additional battery to extend run times,
+Added: order, track and take delivery through our web-based and app platform.
Forza has not yet:
−Removed: (i) entered into any arrangements
−Removed: with third parties to provide financing services through Forza X1’s web and app platform, (ii) hired staff for our intended support
−Removed: and service department or (iii) partnered with any third parties to address service needs or operate service centers.
−Removed: Once the customer
−Removed: places the order, their Forza X1 account will request several documents, including license, insurance, etc., which can be uploaded online
−Removed: without ever speaking with a salesperson.
−Removed: If the customer has questions, concerns, or needs support through the sales and purchase process,
−Removed: they will be able to contact Forza X1 through the website or app with any questions, concerns.
+Added: (i) entered into any arrangements with third
+Added: parties to provide financing services through Forza X1’s web and app platform, (ii) hired staff for our intended support and service
+Added: department or (iii) partnered with any third parties to address service needs or operate service centers.
+Added: Once the customer places the
+Added: order, their Forza X1 account will request several documents, including license, insurance, etc., which can be uploaded online without
+Added: ever speaking with a salesperson.
+Added: If the customer has questions, concerns, or needs support through the sales and purchase process, they
+Added: will be able to contact Forza X1 through the website or app with any questions or concerns.
Since Forza’s planned sales and marketing platform
12 unchanged sentences
its electric boat product to markets across the country that are more familiar purchasing boats at a traditional boat dealership.
−Removed: This model of boat distribution is relatively new, different from the predominant
−Removed: current distribution model for boat manufacturers and, with limited exceptions, unproven, which subjects us to substantial risk.
−Removed: Forza has no experience in selling or leasing boats direct-to-consumer and therefore this model may require significant expenditures and
−Removed: provide for slower expansion than the traditional dealer franchise system.
−Removed: For example, Forza will not be able to utilize long established
−Removed: relationships developed by Twin Vee with its dealer network.
−Removed: Moreover, we Forza will be competing with companies with well established
−Removed: distribution channels.
−Removed: Forza’s success will depend in large part on its ability to effectively develop its own sales channels and
−Removed: marketing strategies.
+Added: This model of boat distribution is relatively new,
+Added: different from the predominant current distribution model for boat manufacturers and, with limited exceptions, unproven, which subjects
+Added: us to substantial risk.
+Added: We and Forza have no experience in selling or leasing boats direct-to-consumer and therefore this model may require
+Added: significant expenditures and provide for slower expansion than the traditional dealer franchise system.
+Added: For example, Forza will not be
+Added: able to utilize long established relationships developed by Twin Vee with its dealer network.
+Added: Moreover, Forza will be competing with companies
+Added: with well established distribution channels.
+Added: Forza’s success will depend in large part on our its ability to effectively develop
+Added: our its own sales channels and marketing strategies.
Implementing a direct sales model is subject to numerous
5 unchanged sentences
Forza’s ability to generate meaningful
−Removed: product revenue from its electric-powered boats will depend on consumer adoption of electric boats.
+Added: product revenue from our electric-powered boats will depend on consumer adoption of electric boats.
Forza’s ability to generate meaningful product
43 unchanged sentences
manner and Forza’s and our business would be adversely impacted.
−Removed: Semiconductor chips are a vital input component to the electrical architecture of electric
−Removed: boats, controlling wide aspects of the Forza boats’ operations.
−Removed: Many of the key semiconductor chips Forza intends to use in its
−Removed: electric boats come from limited or single sources of supply, and therefore a disruption with any one manufacturer or supplier in the
−Removed: supply chain would have an adverse effect on our ability to effectively manufacture and timely deliver its boats.
−Removed: Forza does not have
−Removed: any long- term supply contracts with any suppliers and purchase chips on a purchase order basis.
−Removed: Due to its reliance on these semiconductor
−Removed: chips, Forza is subject to the risk of shortages and long lead times in their supply.
−Removed: Forza in the process of identifying alternative
−Removed: manufacturers for semiconductor chips.
−Removed: Forza has in the past experienced, and may in the future experience, semiconductor chip shortages,
−Removed: and the availability and cost of these components would be difficult to predict.
−Removed: For example, Forza’s manufacturers may experience
−Removed: temporary or permanent disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural
−Removed: disasters, component or material shortages, cost increases, acquisitions, insolvency, changes in legal or regulatory requirements, or
−Removed: other similar problems.
−Removed: In particular, increased demand for semiconductor chips in 2020, due in part
−Removed: to the COVID-19 pandemic and increased demand for consumer electronics that use these chips, has resulted in a continued global shortage
−Removed: of chips through 2022.
−Removed: As a result, Forza’s ability to source semiconductor chips to be used in its electric boats has been adversely
−Removed: This shortage may result in increased chip delivery lead times, delays in the production of boats, and increased costs to source
−Removed: available semiconductor chips.
−Removed: To the extent this semiconductor chip shortage continues, and Forza is unable to mitigate the effects of
−Removed: this shortage, its ability to deliver sufficient quantities of its boats to fulfill its preorders and to support Forza’s growth
−Removed: through sales to new customers would be adversely affected.
−Removed: In addition, Forza may be required to incur additional costs and expenses
−Removed: in managing ongoing chip shortages, including additional research and development expenses, engineering design and development costs in
−Removed: the event that new suppliers must be onboarded on an expedited basis.
−Removed: Further, ongoing delays in production and shipment of electric boats
−Removed: due to a continuing shortage of semiconductor chips may harm Forza’s reputation and discourage additional preorders and boat sales,
−Removed: and otherwise materially and adversely affect Forza’s business and operations.
+Added: Semiconductor chips are a vital input component to
+Added: the electrical architecture of our electric boats, controlling wide aspects of the Forza boats’ operations.
+Added: Many of the key semiconductor
+Added: chips Forza intends to use in its electric boats come from limited or single sources of supply, and therefore a disruption with any one
+Added: manufacturer or supplier in our supply chain would have an adverse effect on our ability to effectively manufacture and timely deliver
+Added: Forza does not have any long- term supply contracts with any suppliers and purchase chips on a purchase order basis.
+Added: its reliance on these semiconductor chips, Forza is subject to the risk of shortages and long lead times in their supply.
+Added: process of identifying alternative manufacturers for semiconductor chips.
+Added: Forza has in the past experienced, and may in the future experience,
+Added: semiconductor chip shortages, and the availability and cost of these components would be difficult to predict.
+Added: For example, Forza’s
+Added: manufacturers may experience temporary or permanent disruptions in their manufacturing operations due to equipment breakdowns, labor strikes
+Added: or shortages, natural disasters, component or material shortages, cost increases, acquisitions, insolvency, changes in legal or regulatory
+Added: requirements, or other similar problems.
+Added: In particular, increased demand for semiconductor
+Added: chips in 2020, due in part to the COVID-19 pandemic and increased demand for consumer electronics that use these chips, has resulted in
+Added: a continued global shortage of chips through 2022.
+Added: As a result, Forza’s ability to source semiconductor chips to be used in our
+Added: electric boats has been adversely affected.
+Added: This shortage may result in increased chip delivery lead times, delays in the production of
+Added: boats, and increased costs to source available semiconductor chips.
+Added: To the extent this semiconductor chip shortage continues, and Forza
+Added: is unable to mitigate the effects of this shortage, its ability to deliver sufficient quantities of its boats to fulfill its preorders
+Added: and to support Forza’s growth through sales to new customers would be adversely affected.
+Added: In addition, Forza may be required to
+Added: incur additional costs and expenses in managing ongoing chip shortages, including additional research and development expenses, engineering
+Added: design and development costs in the event that new suppliers must be onboarded on an expedited basis.
+Added: Further, ongoing delays in production
+Added: and shipment of electric boats due to a continuing shortage of semiconductor chips may harm Forza’s reputation and discourage additional
+Added: preorders and boat sales, and otherwise materially and adversely affect Forza’s business and operations.
The electric boats will use lithium-ion battery
37 unchanged sentences
of our electric boats as planned.
−Removed: Forza currently plans to manufacture its electric boats at a new state of the
−Removed: art carbon neutral factory that we plan to build in McDowell County, North Carolina.
−Removed: Until it is able to expand its manufacturing capacity
−Removed: and build the planned manufacturing facility, it expects to continue to share Twin Vee’s current manufacturing facility, which has
−Removed: a limited capacity and may not be able to satisfy its manufacturing needs.
−Removed: Although they have entered into a Transition Services Agreement
−Removed: with Twin Vee, the Transition Services Agreement does not provide for any dedicated manufacturing capacity for Forza.
−Removed: Forza’s ability
−Removed: to utilize Twin Vee’s manufacturing capacity pending completion of its own facility will be subject to its availability as determined
−Removed: by Twin Vee and Twin Vee has no obligation to make any manufacturing capacity available to Forza under the Transition Services Agreement.
−Removed: As a result, its ability to produce any boats will be limited to the available capacity of the Twin Vee facility until Forza’s future
−Removed: manufacturing facility is operational.
−Removed: If Twin Vee does not provide manufacturing capacity, it will not be able to produce its electric
−Removed: boats unless or until we lease or purchase facilities and equipment necessary for production purposes.
−Removed: Any facility that it builds will
−Removed: require a significant capital investment and is expected to take at least one to two years to build and become fully operational.
−Removed: even if the construction of its planned facility is completed when anticipated, production at its facility could be delayed whether due
−Removed: to lack of equipment, workforce issues or other reasons.
−Removed: If Forza is unable to complete its own facility and commence production as planned,
−Removed: its business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected and the
−Removed: value of your investment in its company may be materially adversely affected.
+Added: Forza currently plans to manufacture its electric
+Added: boats at a new state of the art carbon neutral factory that we plan to build in McDowell County, North Carolina.
+Added: Until it is able to expand
+Added: our manufacturing capacity and build the planned manufacturing facility, it expects to continue to share Twin Vee’s current manufacturing
+Added: facility, which has a limited capacity and may not be able to satisfy our manufacturing needs.
+Added: Although they have entered into a Transition
+Added: Services Agreement with Twin Vee, the Transition Services Agreement does not provide for any dedicated manufacturing capacity for Forza.
+Added: Our ability to utilize Twin Vee’s manufacturing capacity pending completion of its own facility will be subject to its availability
+Added: as determined by Twin Vee and Twin Vee has no obligation to make any manufacturing capacity available to Forza under the Transition Services
+Added: As a result, its ability to produce any boats will be limited to the available capacity of the Twin Vee facility until our
+Added: future manufacturing facility is operational.
+Added: If Twin Vee does not provide manufacturing capacity, it will not be able to produce its
+Added: electric boats unless or until we lease or purchase facilities and equipment necessary for our production purposes.
+Added: Any facility that
+Added: it builds will require a significant capital investment and is expected to take at least one to two years to build and become fully operational.
+Added: In addition, even if the construction of our planned facility is completed when anticipated, production at its facility could be delayed
+Added: whether due to lack of equipment, workforce issues or other reasons.
+Added: If Forza is unable to complete our own facility and commence production
+Added: as planned, its business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected
+Added: and the value of your investment in its company may be materially adversely affected.
Forza may not receive the anticipated grant
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as many as 170 jobs.
−Removed: Forza is currently in negotiations for a new site to build the Forza factory in North Carolina.
−Removed: There can be no assurance
−Removed: that the negotiations will be successful.
−Removed: If unsuccessful, it will not meet the conditions necessary to receive the grant funding and
−Removed: will be subject to the limited capacity at the Twin Vee factory that Twin Vee allows Forza, in its discretion, to use.
−Removed: There can be no
−Removed: assurance that Forza will meet the conditions necessary to receive the grant funding.
−Removed: Forza is currently in negotiations for a new site
−Removed: to build the Forza factory in North Carolina.
−Removed: There can be no assurance that the negotiations will be successful.
If Forza’s electric boats fail to
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remedy any issues it observes in its products as effectively and rapidly as possible, such efforts could significantly distract management’s
−Removed: attention from other important business objectives, may not be timely, may hamper production or may not be to the satisfaction of its
+Added: attention from other important business objectives,
+Added: may not be timely, may hamper production or may not be to the satisfaction of its
Further, Forza’s limited operating history and limited field data reduces its ability to evaluate and predict the long-term
5 unchanged sentences
recalls, product liability claims, breach of warranty claims and significant warranty and other expenses, and could have a material adverse
−Removed: impact on its business, results of operations, prospects and financial condition.
+Added: impact on our business, results of operations, prospects and financial condition.
As a new entrant to the industry attempting to build
18 unchanged sentences
hardware that is highly technical, and if these systems contain errors, bugs, vulnerabilities, or design defects, or if Forza is unsuccessful
−Removed: in addressing or mitigating technical limitations in its systems, its business could be adversely affected.
+Added: in addressing or mitigating technical limitations in our systems, our business could be adversely affected.
Forza’s boats are expected to rely on software
2 unchanged sentences
boats will depend on the ability of such software and hardware to store, retrieve, process and manage large amounts of data.
−Removed: software and hardware may contain errors, bugs, vulnerabilities or design defects, and its systems are subject to certain technical limitations
+Added: software and hardware may contain errors, bugs, vulnerabilities or design defects, and our systems are subject to certain technical limitations
that may compromise its ability to meet its objectives.
10 unchanged sentences
errors, bugs, vulnerabilities or defects in its software and hardware, or fails to deploy updates to its software properly, it would suffer
−Removed: damage to its reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect its business,
+Added: damage to its reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business,
prospects, financial condition, results of operations, and cash flows.
9 unchanged sentences
Further, the scope of protection of issued patent claims is often difficult to determine.
−Removed: As a result, we cannot be certain that the patent applications that Forza files will issue, or that issued patents will afford protection
+Added: As a result, we cannot be certain that the patent applications that Forza files will issue, or that our issued patents will afford protection
against competitors with similar technology.
61 unchanged sentences
If we or Forza fail
−Removed: in defending such claims, we or they may be forced to pay monetary damages or be enjoined from using certain technology, products, services
+Added: to defend such claims, we or they may be forced to pay monetary damages or be enjoined from using certain technology, products, services
or knowledge.
39 unchanged sentences
candidates and brands.
−Removed: We have not protected
−Removed: our intellectual property rights with respect to our gas-powered boats through patents or formal copyright registration, and we do
−Removed: not currently have any patent applications pending.
−Removed: There can be no assurance that any patent will issue or if issued that the
−Removed: patent will protect our intellectual property.
−Removed: As a result, we may not be able to protect our intellectual property and trade
−Removed: secrets or prevent others from independently developing substantially equivalent proprietary information and techniques or from
−Removed: otherwise gaining access to our intellectual property or trade secrets.
−Removed: In such an instance, our competitors could produce products
−Removed: that are nearly identical to ours or Forza’s resulting in us selling less products or generating less revenue from our or
−Removed: Forza’s sales.
+Added: We have not protected our
+Added: intellectual property rights with respect to our gas-powered boats through patents or formal copyright registration, and we do not currently
+Added: have any patent applications pending.
+Added: There can be no assurance that any patent will issue or if issued that the patent will protect our intellectual property.
+Added: we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially
+Added: equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets.
+Added: an instance, our competitors could produce products that are nearly identical to ours or Forza’s resulting in us selling less products
+Added: or generating less revenue from our or Forza’s sales.
Confidentiality agreements
4 unchanged sentences
We and Forza have recently begun to use confidentiality
−Removed: agreements with our and its collaborators, employees, consultants, outside collaborators and other advisors to protect its proprietary
+Added: agreements with our and its collaborators, employees,
+Added: consultants, outside collaborators and other advisors to protect its proprietary
technology and processes.
4 unchanged sentences
Costly and time-consuming litigation could be necessary to enforce and determine the scope
−Removed: of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our and Forza’s competitive
+Added: of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our or Forza’s competitive
business position.
180 unchanged sentences
Section 404(a) of the Sarbanes-Oxley
−Removed: Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the year
−Removed: ending December 31, 2022, and our management is required to report on the effectiveness of our internal control over financial reporting
−Removed: for such year.
−Removed: Additionally, once we are no longer an emerging growth company, as defined by the JOBS Act, our independent registered
−Removed: public accounting firm will be required pursuant to Section 404(b) of the Sarbanes-Oxley Act to attest to the effectiveness of our internal
−Removed: control over financial reporting on an annual basis.
−Removed: The rules governing the standards that must be met for our management to assess our
−Removed: internal control over financial reporting are complex and require significant documentation, testing, and possible remediation.
+Added: Act requires annual management assessments of the effectiveness of our internal control over financial reporting and our management is
+Added: required to report on the effectiveness of our internal control over financial reporting for such year.
+Added: Additionally, once we are no longer
+Added: an emerging growth company, as defined by the JOBS Act, our independent registered public accounting firm will be required pursuant to
+Added: Section 404(b) of the Sarbanes-Oxley Act to attest to the effectiveness of our internal control over financial reporting on an annual
+Added: The rules governing the standards that must be met for our management to assess our internal control over financial reporting are
+Added: complex and require significant documentation, testing, and possible remediation.
Internal control over financial
13 unchanged sentences
Additionally, the existence
−Removed: of any material weakness or significant deficiency requires management to devote significant time and incur significant expense to remediate
−Removed: any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant
−Removed: deficiencies in a timely manner.
−Removed: The existence of any material weakness in our internal control over financial reporting could also result
−Removed: in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting
−Removed: obligations, and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely
−Removed: affect our business and share price.
+Added: of the material weakness has required management to devote significant time and incur significant expense to remediate any such material
+Added: weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies
+Added: in a timely manner.
+Added: The existence of any material weakness in our internal control over financial reporting could also result in errors
+Added: in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations,
+Added: and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our
+Added: business and share price.
For as long as we are
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million, annual revenues of $100 million or more during the most recently completed fiscal year.
−Removed: Our common stock price
−Removed: may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the initial
−Removed: public offering price.
−Removed: The price of our common stock
−Removed: has experienced volatility.
−Removed: On August 15, 2022, the closing price of our common stock on the Nasdaq was $7.94 per share, on December 19,
−Removed: 2022, the closing price of our common stock on the Nasdaq was $1.67 per share It is possible that an active trading market will not continue
−Removed: or be sustained, which could make it difficult for investors to sell their shares of our common stock at an attractive price or at all.
−Removed: Volatility in the market
−Removed: price of our common stock may prevent investors from being able to sell their shares at or above the price you paid for them.
−Removed: Many factors,
−Removed: which are outside our control, may cause the market price of our common stock to fluctuate significantly, including those described elsewhere
−Removed: in this “Risk Factors” section and this Annual Report, as well as the following:
−Removed: Our operating and financial performance and prospects;
−Removed: Our quarterly or annual earnings or those of other companies in our industry compared to market expectations;
−Removed: Conditions that impact demand for our products;
−Removed: Future announcements concerning our business or our competitors’ businesses;
−Removed: The public’s reaction to our press releases, other public announcements, and filings with the SEC;
−Removed: The size of our public float;
−Removed: Coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;
−Removed: Market and industry perception of our success, or lack thereof, in pursuing our growth strategy;
−Removed: Strategic actions by us or our competitors, such as acquisitions or restructurings;
−Removed: Changes in laws or regulations that adversely affect our industry or us;
−Removed: Changes in accounting standards, policies, guidance, interpretations, or principles;
−Removed: Changes in senior management or key personnel;
−Removed: Issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;
−Removed: Changes in our dividend policy;
−Removed: Adverse resolution of new or pending litigation against us;
−Removed: Changes in general market, economic, and political conditions in the U.S.
−Removed: and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war, geopolitical events, including civil or political unrest (such as the ongoing conflict between Ukraine and Russia), inflation and responses to such events.
−Removed: As a result, volatility in
−Removed: the market price of our common stock may prevent investors from being able to sell their common stock at or above the initial public offering
−Removed: price or at all.
−Removed: These broad market and industry factors may materially reduce the market price of our common stock, regardless of our
−Removed: operating performance.
−Removed: In addition, price volatility may be greater if the public float and trading volume of our common stock is low.
−Removed: As a result, investors may suffer a loss on your investment.
−Removed: Additionally, recently, securities
−Removed: of certain companies have experienced significant and extreme volatility in stock price due to short sellers of shares of common
−Removed: stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market
−Removed: and have led to the price per share of those companies to trade at significantly inflated rates that is disconnected from the underlying
−Removed: value of the company.
−Removed: Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant
−Removed: portion of their original investment as the price per share has declined steadily as interest in those stocks have abated.
−Removed: While we have
−Removed: no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won’t be in the future,
−Removed: and investors may lose a significant portion or all of their investment if you purchase our shares at a rate that is significantly disconnected
−Removed: from our underlying value.
+Added: Our failure to meet
+Added: the continued listing requirements of The Nasdaq Capital Market could result in a de-listing of our common stock.
+Added: The shares of our Common
+Added: Stock are listed for trading on The Nasdaq Capital Market under the symbol “VEE.” If we fail to satisfy the continued listing
+Added: requirements of The Nasdaq Capital Market, such as the corporate governance requirements, the stockholder’s equity requirement,
+Added: or the minimum closing bid price requirement, The Nasdaq Capital Market may take steps to de-list our Common Stock.
+Added: Such a de-listing
+Added: or even notification of failure to comply with such requirements would likely have a negative effect on the price of our Common Stock
+Added: and would impair your ability to sell or purchase our Common Stock when you wish to do so.
+Added: In the event of a de-listing, we would take
+Added: actions to restore our compliance with The Nasdaq Capital Market’s listing requirements, but we can provide no assurance that any
+Added: such action taken by us would allow our Common Stock to become listed again, stabilize the market price, improve the liquidity of our
+Added: Common Stock, prevent our Common Stock from dropping below The Nasdaq Capital Market minimum bid price requirement, or prevent future
+Added: non-compliance with The Nasdaq Capital Market’s listing requirements.
+Added: The National Securities Markets
+Added: Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
+Added: are referred to as “covered securities.” Because our Common Stock is listed on The Nasdaq Capital Market, it is a covered
+Added: Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states
+Added: to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate
+Added: or bar the sale of covered securities in a particular case.
+Added: Further, if we were to be delisted from The Nasdaq Capital Market, our Common
+Added: Stock would cease to be recognized as a covered security and we would be subject to regulation in each state in which we offer our securities.
+Added: Our stock price has
+Added: fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our Common Stock
+Added: could incur substantial losses.
+Added: Investors should consider
+Added: an investment in our Common Stock risky and invest only if they can withstand a significant loss and wide fluctuations in the market value
+Added: of their investment.
+Added: Investors who purchase our Common Stock may not be able to sell their shares at or above the purchase price.
+Added: stock price has been volatile and may be volatile in the future.
+Added: The price of our common stock has experienced volatility.
+Added: 20, 2023, the closing price of our common stock on the Nasdaq was $1.33 per share, on March 14, 2024, the closing price of our common
+Added: stock on the Nasdaq was $1.12 per share It is possible that an active trading market will not continue or be sustained, which could make
+Added: it difficult for investors to sell their shares of our common stock at an attractive price or at all.
+Added: The stock market in general has
+Added: been, and the market price of our Common Stock in particular, will likely be subject to fluctuation, whether due to, or irrespective of,
+Added: our operating results and financial condition.
+Added: The market price of our Common Stock may fluctuate as a result of a number of factors,
+Added: some of which are beyond our control, including, but not limited to:
+Added: actual or anticipated variations in our and our competitors’ results of operations and financial condition;
+Added: market acceptance of our diagnostic tests and therapeutic products;
+Added: the mix of products that we sell and related services that we provide;
+Added: changes in earnings estimates or recommendations by securities analysts, if our Common Stock is covered by analysts;
+Added: development of technological innovations or new competitive diagnostic tests or therapeutic products by others;
+Added: announcements of technological innovations or new diagnostic tests or therapeutic products by us;
+Added: our failure to achieve a publicly announced milestone;
+Added: delays between our expenditures to develop and market new or enhanced diagnostic tests or therapeutic products and the generation of sales from those diagnostic tests and therapeutic products;
+Added: developments concerning intellectual property rights, including our involvement in litigation;
+Added: our sale or proposed sale, or the sale by our significant shareholders, of our Common Stock or other securities in the future
+Added: changes in key personnel;
+Added: success or failure of our research and development projects or those of our competitors;
+Added: the trading volume of our Common Stock;
+Added: general economic and market conditions and other factors, including factors unrelated to our operating performance.
+Added: These factors and any corresponding
+Added: price fluctuations may materially and adversely affect the market price of our Common Stock and result in substantial losses being incurred
+Added: by our investors.
+Added: In the past, following periods of market volatility, public company shareholders have often instituted securities class
+Added: action litigation.
+Added: If we were involved in securities litigation, it could impose a substantial cost upon us and divert the resources and
+Added: attention of our management from our business.
+Added: Our Common Stock has
+Added: often been thinly traded, so investors may be unable to sell at or near ask prices or at all if investors need to sell shares to raise
+Added: money or otherwise desire to liquidate their shares.
+Added: To date, there have been
+Added: many days on which limited trading of our Common Stock took place.
+Added: We cannot predict the extent to which investors’ interests will
+Added: lead to an active trading market for our Common Stock or whether the market price of our Common Stock will be volatile.
+Added: If an active trading
+Added: market does not develop, investors may have difficulty selling our Common Stock.
+Added: We are likely to be too small to attract the interest
+Added: of many brokerage firms and analysts.
+Added: We cannot give investors any assurance that an active public trading market for our Common Stock
+Added: will develop or be sustained.
+Added: The market price of our Common Stock could be subject to wide fluctuations in response to quarterly variations
+Added: in our revenues and operating expenses, announcements of new products or services by us, significant sales of our Common Stock, including
+Added: “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and
+Added: news reports relating to trends in our markets or general economic conditions.
We do not intend to
19 unchanged sentences
thereby, depress their market prices.
−Removed: Volatility in our common
−Removed: shares price may subject us to securities litigation.
−Removed: The market for our common
−Removed: shares may have, when compared to seasoned issuers, significant price volatility, and we expect that our share price may continue to be
−Removed: more volatile than that of a seasoned issuer for the indefinite future.
−Removed: In the past, plaintiffs have often initiated securities class
−Removed: action litigation against a company following periods of volatility in the market price of its securities.
−Removed: We may, in the future, be the
−Removed: target of similar litigation.
−Removed: Securities litigation could result in substantial costs and liabilities and could divert management’s
−Removed: attention and resources.
Provisions in our corporate
49 unchanged sentences
our business, financial condition, or results of operations.
−Removed: Unresolved Staff Comments.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.