What changed in this filing

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Item 1A. Risk Factors

2023-07-28 compared with 2022-11-21 · 6 added, 63 removed, 0 unchanged (100% of the section changed)

Our business, financial

condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including

those set forth in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which

could have a material adverse effect on our actual results.

There have been no material changes to the Risk Factors previously disclosed

in our Annual Report on Form 10-K and our other filings with the SEC, except as follows:

If we fail to make the Threshold Payment,

or otherwise breach the terms of the MIPA, the transaction consummated by the MIPA may be unwound.

Under the terms of the MIPA, we agreed with the Sellers that, in the

event of a breach of the terms of the MIPA, the Notes, or the Pledge Agreement, the sole and exclusive remedy of the parties will be to

unwind the MIPA transaction (the “Unwinding”).

In any such Unwinding, the Membership Interest will be transferred to Sellers

and Sellers will assign and transfer to us, the number of shares of our common stock constituting the Purchaser Stock Consideration and

any other amounts (the “Pre-Payment Amounts”) paid to Sellers by us above and beyond the monthly amounts required to be paid

to Sellers under the Notes.

If the MIPA transaction were to be unwound we would no longer own SDF and WCCC, which would substantially

impact our operations and revenues.

Our operations are subject to unforeseen

interruptions and hazards inherent in the oil industry, for which we may not be adequately insured and which could cause us to lose customers

and substantial revenue.

Our operations are exposed to the risks inherent

to our industry, such as equipment defects, vehicle accidents, fires, explosions, blowouts, pipe or pipeline failures, and various environmental

hazards, such as oil spills and releases of, and exposure to, hazardous substances.

For example, our operations are subject to risks associated

with storage and handling of oil, including any mishandling or surface spillage.

In addition, our operations are exposed to potential

natural disasters, including blizzards, tornadoes, storms, floods, other adverse weather conditions and earthquakes.

The occurrence of

any of these events could result in substantial losses to us due to injury or loss of life, severe damage to or destruction of property,

natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations

and penalties or other damage resulting in curtailment or suspension of our operations.

The cost of managing such risks may be significant.

The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and

In particular, our customers may elect not to purchase our product if they view our environmental or safety record as unacceptable,

which could cause us to lose customers and revenues.

Our operations in the U.S.

Gulf of Mexico region

are particularly susceptible to interruption and damage from hurricanes.

Any of these operating hazards could cause personal injuries,

fatalities, oil spills, discharge of hazardous substances into the air and water or environmental damage, lost production and revenue,

remediation and clean-up costs and liability for damages, all of which could adversely affect our business, financial condition and results

of operations and may not be fully covered by our insurance.

Our insurance may not be adequate to cover all

losses or liabilities we may suffer.

Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at

reasonable rates.

As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased and

could escalate further.

In addition, sub-limits have been imposed for certain risks.

In some instances, certain insurance could become

unavailable or available only for reduced amounts of coverage.

If we were to incur a significant liability for which we are not fully

insured, it could have a material adverse effect on our business, results of operations and financial condition.

In addition, we may not

be able to secure additional insurance or bonding that might be required by new governmental regulations.

This may cause us to restrict

our operations, which might severely impact our financial position.

Additionally, we may not have coverage if we

are unaware of the pollution event and unable to report the “occurrence” to our insurance company within the time frame required

under our insurance policy.

In addition, these policies do not provide coverage for all liabilities, and the insurance coverage may not

be adequate to cover claims that may arise, or we may not be able to maintain adequate insurance at rates we consider reasonable.

not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results.

There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K and our other filings with the SEC.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors