What the changes say
- Abacus Global Management expanded its risk disclosures around negative industry perception, acquisition liabilities, key personnel, and macroeconomic volatility.
- Debt figures and third-party dependencies were updated alongside regulatory and litigation challenges.
What changed since the prior 10-K
New
- NewRisks Related to our Business
Historically, there has been a negative public perception of the life settlement industry that could affect the value and/or liquidity of the Company’s investments and the life settlement industry faces political opposition from life insurance companies
Negative public perception, media criticism, and political opposition from life insurance trade associations could restrict or ban life settlement securitization.
- NewRisks Related to our Business
The success of the Company depends on the talents and efforts of the highly skilled individuals employed by the Company and the Company’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate experienced management, talented investment professionals and other employees
Intense financial services industry competition makes it difficult and costly to attract and retain experienced management and investment professionals.
- NewRisks Related to our Business
in completing an acquisition, and may disrupt our operations, which could have a material adverse effect on our business and financial results
Recent acquisitions like Carlisle have brought investor litigation and claims regarding asset valuations and distributions, threatening reputation and increasing costs.
- NewRisks Related to our Business
Events and circumstances outside of the Company’s control may disrupt the ability of the Company and its providers to originate life settlement policies, or to generate such policies on acceptable terms, which could have a material adverse impact on the Company’s financial position
Macroeconomic volatility, inflation, interest rate fluctuations, geopolitical conflicts, and public health crises could disrupt policy origination and financial position.
Dropped
- DroppedRisks Related to the Business and Regulatory Matters
industry, could have a material adverse effect on the Company and its investors, including on the value and/or liquidity of the Company’s investments
- DroppedRisks Related to the Business and Regulatory Matters
companies that challenge the legality of the original issuance of the life insurance policies based on lack of insurable interest, fraud and misrepresentation grounds
- DroppedRisks Related to the Business and Regulatory Matters
There is currently no direct legal authority regarding the proper federal tax treatment of life settlements and potential future rulings from the IRS may have significant tax consequences on the Company
- DroppedRisks Related to the Business and Regulatory Matters
The Company’s success is dependent upon the services of its experienced management and talented employees. If the Company is unable to retain management and/or key employees, its ability to compete could be harmed
- DroppedRisks Related to the Business and Regulatory Matters
The Company may become subject to intellectual property disputes, which are costly and may subject the Company to significant liability and increased costs of doing business
ACLI press release calling for life settlement securitization bans.
- DroppedRisks Related to the Business and Regulatory Matters
Pandemics, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position
- DroppedRisks Related to the Business and Regulatory Matters
We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our securities less attractive to investors
- DroppedRisks Related to the Business and Regulatory Matters
such regulations that differ from our conclusions. Changes to US tax laws, regulations, or interpretations could impact the tax treatment of our earnings and adversely affect our cash flows and financial results
- DroppedRisks Related to the Business and Regulatory Matters
Our use of different estimates and assumptions in the application of our accounting policies could result in material changes to our reported financial condition and results of operations, and changes in accounting standards or their interpretation could significantly impact our reported results of operations
Safeguarding of private health information and confidentiality expectations.
- DroppedRisks Related to our Recent Acquisitions
The Company may not realize the anticipated benefits of the Carlisle Acquisition and the FCF Acquisition, which may adversely affect the Company’s business results and negatively impact the value of the Company’s Common Stock
- DroppedRisks Related to our Recent Acquisitions
Any disruption to Carlisle Management’s distribution channels may cause the Company’s AUM, revenue and earnings to decline
- DroppedRisks Related to our Common Stock
number of shares of Common Stock will be eligible for resale into the public market, a portion of which shares are being offered in this prospectus
- DroppedRisks Related to our Common Stock
Future sales of our Common Stock, or the perception that such future sales may occur, may cause our stock price to decline
- DroppedRisks Related to our Common Stock
We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on your investment may be limited to increases in the market price of our Common Stock
Uncertain U.S. federal income tax treatment of life settlements.
Reworded
- 88% rewrittenRisks related to the Regulatory and Legal Environment
The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model to fit within an applicable exemption from such registration requirement
Added explicit mention that the company would have to substantively change its business model to avoid Investment Company Act registration.
Was: The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model in order to fit within an applicable exemption from such registration requirement
- 87% rewrittenRisks Related to our Business
The Company has funded its operations since inception primarily through its origination, active management and holding of life settlement policies. The Company cannot be certain when or if its operations will generate sufficient cash to fund our ongoing operations or the growth of our business
Added risks concerning accounting estimates and standard changes alongside financing and debt seniority warnings.
Was: We have funded our operations since inception primarily through our origination, active management and holding of life settlement policies. We cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business
- 80% rewrittenRisks Related to our Business
The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business
Added specific references to life insurance company challenges on insurable interest and insured personal health information privacy.
- 73% rewrittenRisks Related to our Business
Outstanding and future indebtedness could adversely affect the Company’s financial and operational flexibility
Updated total outstanding indebtedness from $381 million in 2024 to $406 million in 2025, adjusting credit facility and variable interest entity figures.
Was: Our outstanding and any future indebtedness could adversely affect our financial and operational flexibility
- 66% rewrittenRisks Related to our Business
The Company faces privacy and cyber security risks related to its maintenance of proprietary information, including information regarding life settlement policies and the related insureds, and any adverse impact related to such risks could have a material adverse impact on the Company’s business
Expanded cybersecurity and data processing risks to explicitly include data processing systems operated by third parties.
- 61% rewrittenRisks related to the Regulatory and Legal Environment
Changes in tax laws or regulations or their interpretation could negatively impact our cash flows and results of operations
Added explicit warnings regarding potential tax audit adjustments and U.S. tax law changes impacting earnings.
Was: Changes in tax regulations or their interpretation could negatively impact our cash flows and results of operations
- 57% rewrittenRisks Related to our Business
Litigation and other claims and liabilities have arisen and may arise with respect to the acquisitions that we consummate or the businesses acquired, including our recently completed acquisitions, and could have a material adverse effect on our business and financial results
Refined acquisition-related litigation risk text to clarify potential delays and operational disruptions from pre-existing compliance issues.
- 56% rewrittenRisks Related to our Business
The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business
Softened description of competing life insurance repurchase offers from definitive statements to noting that 'some' life insurance companies engage in them.
- 49% rewrittenRisks Related to our Business
Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses and lead to errors in our financial reporting, which could adversely affect our business as a public company
- 42% rewrittenRisks Related to our Business
The Company may not be able to liquidate its life insurance policies, which could have a material adverse effect on the Company’s business
- 39% rewrittenRisks Related to our Business
The life insurance company that has issued a life insurance policy we own may increase the cost of insurance premiums, which would adversely affect the Company’s investment returns
Was: The originating life insurance company may increase the cost of insurance premiums, which would adversely affect the Company’s returns
- 39% rewrittenRisks Related to our Business
The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, or from improvements in health care treatments, resulting from people living longer in the future, which could result in a lower return on the Company’s life settlement policies
Was: The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, resulting in people living longer in the future, which could result in a lower return on the Company’s life settlement policies
- 38% rewrittenRisks Related to our Common Stock
Our Board has broad discretion to issue additional securities, and to raise sufficient funds to expand our operations, we may have to issue securities at prices which may result in substantial dilution to our stockholders
Was: Our Board has broad discretion to issue additional securities, and in order to raise sufficient funds to expand our operations, we may have to issue securities at prices which may result in substantial dilution to our stockholders
- 38% rewrittenRisks Related to our Business
The Company’s policy acquisitions are limited by the market availability of life insurance policies that meet the Company’s eligibility criteria and purchase parameters, and failure to secure a sufficient number of quality life insurance policies could have a material adverse effect on the Company’s business
- 30% rewrittenRisks Related to our Business
The Company’s international operations pose additional risks that may adversely impact our financial results and operations
Was: Our international operations pose additional risks that may adversely impact our financial results and operations
- 23% rewrittenRisks Related to our Business
The Company bears the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts on life insurance policies we own when they mature, which could have a material adverse effect on the Company’s profits
Was: The Company assumes the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts which could have a material adverse effect on the Company’s profits
All 34 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business
- 01The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business
- 02The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, or from improvements in health care treatments, resulting from people living longer in the future, which could result in a lower return on the Company’s life settlement policies39% rewritten
- 03The Company’s policy acquisitions are limited by the market availability of life insurance policies that meet the Company’s eligibility criteria and purchase parameters, and failure to secure a sufficient number of quality life insurance policies could have a material adverse effect on the Company’s business38% rewritten
- 04The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business56% rewritten
- 05Historically, there has been a negative public perception of the life settlement industry that could affect the value and/or liquidity of the Company’s investments and the life settlement industry faces political opposition from life insurance companiesNew
- 06The Company, or third parties on which it relies, could fail to accurately evaluate, acquire, maintain, track, or collect on life settlement policies, which could have a material adverse impact on the Company’s revenues
- 07There is a risk of fraud in the origination of the original life insurance policy or in subsequent sales of the life insurance policy that could adversely affect the Company’s investment returns which could have a material adverse impact on the Company’s business
- 08The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business80% rewritten
- 09The Company faces privacy and cyber security risks related to its maintenance of proprietary information, including information regarding life settlement policies and the related insureds, and any adverse impact related to such risks could have a material adverse impact on the Company’s business66% rewritten
- 10The failure of the Company to accurately and timely track and pay premium payments on the life insurance policies it holds could result in the lapse of such policies which would have a material adverse impact on the Company’s business
- 11The life insurance company that has issued a life insurance policy we own may increase the cost of insurance premiums, which would adversely affect the Company’s investment returns39% rewritten
- 12The Company may not be able to liquidate its life insurance policies, which could have a material adverse effect on the Company’s business42% rewritten
- 13The Company bears the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts on life insurance policies we own when they mature, which could have a material adverse effect on the Company’s profits23% rewritten
- 14The success of the Company depends on the talents and efforts of the highly skilled individuals employed by the Company and the Company’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate experienced management, talented investment professionals and other employeesNew
- 15The Company’s intellectual property rights may not adequately protect the Company’s business
- 16Outstanding and future indebtedness could adversely affect the Company’s financial and operational flexibility73% rewritten
- 17Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses and lead to errors in our financial reporting, which could adversely affect our business as a public company49% rewritten
- 18The Company has funded its operations since inception primarily through its origination, active management and holding of life settlement policies. The Company cannot be certain when or if its operations will generate sufficient cash to fund our ongoing operations or the growth of our business87% rewritten
- 19The Company’s international operations pose additional risks that may adversely impact our financial results and operations30% rewritten
- 20Because a portion of the Company’s business is conducted in currency other than U.S. dollar, the Company has foreign currency risk
- 21Litigation and other claims and liabilities have arisen and may arise with respect to the acquisitions that we consummate or the businesses acquired, including our recently completed acquisitions, and could have a material adverse effect on our business and financial results57% rewritten
- 22in completing an acquisition, and may disrupt our operations, which could have a material adverse effect on our business and financial resultsNew
- 23Events and circumstances outside of the Company’s control may disrupt the ability of the Company and its providers to originate life settlement policies, or to generate such policies on acceptable terms, which could have a material adverse impact on the Company’s financial positionNew
Risks related to the Regulatory and Legal Environment
- 24The Company may be subject to certain U.S. state securities laws, and failure to comply with applicable requirements may result in fines, sanctions and rescission of purchase or sale transactions
- 25The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model to fit within an applicable exemption from such registration requirement88% rewritten
- 26Changes in tax laws or regulations or their interpretation could negatively impact our cash flows and results of operations61% rewritten
- 27The Company’s business may be subject to additional or different government regulation in the future, which could have a material adverse impact on the Company’s business
Risks Related to our Common Stock
- 28Our stock repurchase program may not enhance long-term stockholder value and could increase the volatility of the market price of our common stock and diminish our cash
- 29Our Board has broad discretion to issue additional securities, and to raise sufficient funds to expand our operations, we may have to issue securities at prices which may result in substantial dilution to our stockholders38% rewritten
- 30If we issue additional debt securities, our operations may be restricted, we will be exposed to additional risk and the market price of our Common Stock could be adversely affected
- 31If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Common Stock or if our operating results do not meet their expectations, our stock price could decline
- 32The trading price of our Common Stock has been, and is likely to continue to be, volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control
- 33Furthermore, from time to time, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies
- 34Investing in our Common Stock may involve a significant degree of risk
Other Abacus Global Management 10-Ks
- FY2024 10-K risk factors44 risks
Abacus Global Management relies heavily on accurate life expectancy forecasting and policy acquisitions for its life settlement portfolio. The company faces significant regulatory, tax, and valuation uncertainties regarding life insurance policies and settlements. Integration of recent acquisitions like Carlisle and FCF introduces operational, foreign currency, and legal risks.
Filed Mar 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.