What the changes say
- Disruptions and 51% attacks threaten blockchain network integrity and asset values.
- Stock price volatility and Nasdaq delisting risks threaten shareholder investment.
- Management faces heavy compliance burdens and tax exposure risks.
What changed since the prior 10-K
New
- New
We face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to the cryptocurrency blockchains, which could materially and adversely impact our business, financial condition and results of operations
We face risks from 51% attacks, forks, and hacks on cryptocurrency blockchains that could decrease asset values and disrupt operations.
- New
Our share price and trading volume have fluctuated in the past, have recently been volatile and may be volatile in the future, including for reasons that may be unrelated to our operating performance or prospects, and, as a result, investors in our common shares could incur substantial losses
Our share price has experienced and may continue to experience extreme volatility unrelated to our operating performance, causing potential losses for investors.
- New
If we fail to meet all applicable Nasdaq Capital Market requirements and Nasdaq determines to delist our common shares, the delisting could adversely affect the market liquidity of our common shares, impair the value of your investment and adversely affect our ability to raise needed funds
We received a Nasdaq notice on March 13, 2026, for failing the $1.00 minimum bid price, risking delisting and impaired liquidity.
- New
Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be shareholders’ sole source of gain
We do not anticipate paying cash dividends in the foreseeable future, making capital appreciation the sole potential source of gain.
- New
For so long as we qualify as an “emerging growth company,” we will be subject to scaled disclosure and compliance requirements, which will provide our shareholders with less information about us
As an emerging growth company under the JOBS Act, we are subject to scaled disclosure requirements that provide less information to shareholders.
- New
We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to follow certain scaled disclosure requirements available to smaller reporting companies
We may be classified as a passive foreign investment company, which could subject U.S. holders of our common shares to adverse tax consequences.
Dropped
- DroppedRisks Relating to the Company’s Business
The Company is an early stage company with little operating history, a history of losses and the Company cannot assure profitability
Early stage company with little operating history, losses, and uncertain profitability.
- DroppedRisks Relating to the Company’s Business
There is no assurance that the Company’s FORCEGH+™ facilities will operate as intended
Uncertainty regarding the operation and commercialization of FORCEGH+ facilities.
- DroppedRisks Relating to the Company’s Business
There is no assurance that UN(THINK)™ will operate as intended
Uncertainty regarding the development and sales of UN(THINK) products.
- DroppedRisks Relating to the Company’s Business
There is no assurance that Hydroxyl Generating Systems will operate as intended
Uncertainty regarding AgriFORCE Clean Solutions hydroxyl generating systems.
- DroppedRisks Relating to the Company’s Business
Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability
Bitcoin price volatility affects growth plans and profitability.
- DroppedRisks Relating to the Company’s Business
The price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain
Regulatory, commercial, and technical uncertainty influencing bitcoin prices.
- DroppedRisks Relating to the Company’s Business
Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock
Bitcoin price fluctuations influence common stock market price.
- DroppedRisks Relating to the Company’s Business
If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer
Risk of failing to grow hash rate to remain competitive in bitcoin mining.
- DroppedRisks Relating to the Company’s Business
Geopolitical or economic crises may create increased uncertainty and price changes, or motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’ values and adversely affect an investment in our securities
Geopolitical or economic crises causing large-scale digital asset sales.
- DroppedRisks Relating to the Company’s Business
We may sell our digital assets to pay expenses on an as-needed basis, irrespective of then-current prices. Consequently, our digital assets may be sold at a time when the prices on the respective digital asset exchange market are low, which could adversely affect an investment in our securities
Selling digital assets at low prices to pay expenses.
- DroppedRisks Relating to the Company’s Business
If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects an investment in our securities
Malicious actor or botnet obtaining over 50% processing power on digital asset networks.
- DroppedRisks Relating to the Company’s Business
The loss or destruction of a private key required to access a digital asset may be irreversible. Our loss of access to our private keys or a data loss relating to our digital assets could adversely affect an investment in our securities
Irreversible loss or destruction of private keys required to access digital assets.
- DroppedRisks Relating to the Company’s Business
Security threats to our business could result in, a loss of our digital assets, or damage to our reputation and our brand, each of which could adversely affect an investment in our securities
- DroppedRisks Relating to the Company’s Business
Our ability to adopt technology in response to changing security needs or trends and our reliance on, third-party custody providers, poses a challenge to the safekeeping of our digital assets
- DroppedRisks Relating to the Company’s Business
Digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed digital asset transactions could adversely affect an investment in our securities
- DroppedRisks Relating to the Company’s Business
The limited rights of legal recourse against us, and our lack of insurance protection expose us and our stockholders to the risk of loss of our digital assets for which no person is liable
- DroppedRisks Relating to the Company’s Business
If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected
- DroppedRisks Relating to the Company’s Business
We have engaged in, and in the future may engage in, strategic acquisitions and other arrangements that could disrupt our business, cause dilution to our stockholders, reduce our financial resources and harm our operating results
- DroppedRisks Relating to the Company’s Business
We may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and integration costs as a result
- DroppedRisks Relating to the Company’s Business
Fluctuations in the exchange rate of foreign currencies could result in losses
- DroppedRisks Relating to the Company’s Business
The Company will require additional financing and there is no assurance that additional financing will be available when required
- DroppedRisks Relating to the Company’s Business
The Company had negative cash flow for the year ended December 31, 2024
- DroppedRisks Relating to the Company’s Business
The Company’s actual financial position and results of operations may differ materially from the expectations of the Company’s management
- DroppedRisks Relating to the Company’s Business
The Company expects to incur significant ongoing costs and obligations related to its investment in infrastructure, growth, regulatory compliance and operations
- DroppedRisks Relating to the Company’s Business
There is no assurance the Company will be able to repatriate or distribute funds for investment from the United States to Canada or elsewhere
- DroppedRisks Relating to the Company’s Business
The Company may not be able to effectively manage its growth and operations, which could materially and adversely affect its business
- DroppedRisks Relating to the Company’s Business
The Company may face significant competition from other facilities
- DroppedRisks Relating to the Company’s Business
The Company may face significant competition from other nutritious food companies
- DroppedRisks Relating to the Company’s Business
If we are unable to protect our intellectual property, our business may be adversely affected
- DroppedRisks Relating to the Company’s Business
Impairments of the carrying amounts of intangible asset could negatively affect our financial condition and results of operations
- DroppedRisks Relating to the Company’s Business
We operate in an industry with the risk of intellectual property litigation. Claims of infringement against us may hurt our business
- DroppedRisks Relating to the Company’s Business
We have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world
- DroppedRisks Relating to the Company’s Business
If we are unable to obtain or defend our patents, our business could be materially adversely affected
- DroppedRisks Relating to the Company’s Business
As a result, our owned and licensed patents may not be valid and we may not be able to obtain and enforce patents and to maintain trade secret protection for the full commercial extent of our technology. The extent to which we are unable to do so could materially harm our business
- DroppedRisks Relating to the Company’s Business
International intellectual property protection is particularly uncertain, and if we are involved in opposition proceedings in foreign countries, we may have to expend substantial sums and management resources
- DroppedRisks Relating to the Company’s Business
If we are found to be infringing on patents or trade secrets owned by others, we may be forced to cease or alter our product development efforts, obtain a license to continue the development or sale of our products, and/or pay damages
- DroppedRisks Relating to the Company’s Business
We rely on confidentiality agreements to protect our trade secrets. If these agreements are breached by our employees or other parties, our trade secrets may become known to our competitors
- DroppedRisks Relating to the Company’s Business
We have a limited operating history on which to judge our business prospects and management
- DroppedRisks Relating to the Company’s Business
We may not be able to continue as a going concern
- DroppedRisks Relating to the Company’s Business
If the Company is unable to attract and retain key personnel, it may not be able to compete effectively
- DroppedRisks Relating to the Company’s Business
The size of the Company’s initial target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data
- DroppedRisks Relating to the Company’s Business
The Company’s industry is experiencing rapid growth and consolidation that may cause the Company to lose key relationships and intensify competition
- DroppedRisks Relating to the Company’s Business
The Company will be reliant on information technology systems and may be subject to damaging cyberattacks
- DroppedRisks Relating to the Company’s Business
The Company’s officers and directors may be engaged in a range of business activities resulting in conflicts of interest
- DroppedRisks Relating to the Company’s Business
There is no guarantee that how the Company uses its available funds will yield the expected results or returns which could impact the business and financial condition of the Company
- DroppedRisks Relating to the Company’s Business
Our Articles of incorporation, by-laws and certain Canadian legislation, contain provisions that may have the effect of delaying or preventing a change in control
- DroppedRisks Relating to the Company’s Business
We are governed by the corporate laws of British Columbia, Canada which in some cases have a different effect on shareholders than the corporate laws of the United States
- DroppedRisks Related to the Ownership of Our Common Shares
New laws, regulations, and standards relating to corporate governance and public disclosure may create uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming
- DroppedRisks Related to the Ownership of Our Common Shares
The market price of our common shares and Series A Warrants may be volatile, and you may not be able to resell your common shares and Series A Warrants at or above the acquisition price
- DroppedRisks Related to the Ownership of Our Common Shares
As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available to shareholders of more mature companies
- DroppedRisks Related to the Ownership of Our Common Shares
Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company” our financial statements may not be comparable to companies that comply with public company effective dates
- DroppedRisks Related to the Ownership of Our Common Shares
FINRA sales practice requirements may also limit your ability to buy and sell our common shares, which could depress the price of our shares
- DroppedRisks Related to the Ownership of Our Common Shares
If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common shares or Series A Warrants, our securities’ price and trading volume could decline
- DroppedRisks Related to the Ownership of Our Common Shares
We may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common shares, which may adversely affect the market price of our common shares and Series A Warrants
- DroppedRisks Related to the Ownership of Our Common Shares
An investment in our Series A Warrants is speculative in nature and could result in a loss of your investment therein
- DroppedRisks Related to the Ownership of Our Common Shares
Our Series A Warrants and contain a provision which only permits securities claims to be brought in federal court
- DroppedRisks Related to the Ownership of Our Common Shares
We do not currently intend to pay dividends on our common shares in the foreseeable future, and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares
Reworded
- 91% rewritten
Our management team is, and, in the future, will be, required to devote substantial time to regulatory compliance, which may divert our attention from the day-to-day management of our business
Expanded to specify administrative, legal, and accounting burdens under U.S. securities laws, Nasdaq requirements, and Canadian securities laws.
Was: Our management team will be required to devote substantial time to regulatory compliance which may divert our attention from the day-to-day management of our business
- 34% rewritten
We may become subject to litigation, which may have a material adverse effect on our reputation, business, results from operations, and financial condition
Updated pronouns from third-person company references to first-person plural.
Was: The Company may become subject to litigation, which may have a material adverse effect on the Company’s reputation, business, results from operations, and financial condition
All 8 risk factors
Headings as the filing states them, in filing order.
Other
- 01We face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to the cryptocurrency blockchains, which could materially and adversely impact our business, financial condition and results of operationsNew
- 02Our share price and trading volume have fluctuated in the past, have recently been volatile and may be volatile in the future, including for reasons that may be unrelated to our operating performance or prospects, and, as a result, investors in our common shares could incur substantial lossesNew
- 03If we fail to meet all applicable Nasdaq Capital Market requirements and Nasdaq determines to delist our common shares, the delisting could adversely affect the market liquidity of our common shares, impair the value of your investment and adversely affect our ability to raise needed fundsNew
- 04Our management team is, and, in the future, will be, required to devote substantial time to regulatory compliance, which may divert our attention from the day-to-day management of our business91% rewritten
- 05Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be shareholders’ sole source of gainNew
- 06For so long as we qualify as an “emerging growth company,” we will be subject to scaled disclosure and compliance requirements, which will provide our shareholders with less information about usNew
- 07We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to follow certain scaled disclosure requirements available to smaller reporting companiesNew
- 08We may become subject to litigation, which may have a material adverse effect on our reputation, business, results from operations, and financial condition34% rewritten
Other Avax One Technology 10-Ks
- FY2024 10-K risk factors59 risks
Early stage business model spans digital asset mining, hydroxyl generators, and nutritious food products with recurring net losses. Substantial capital needs and going concern doubts dominate the risk profile alongside complex intellectual property and regulatory compliance burdens.
Filed Apr 07, 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.