Mobile Infrastructure (BEEP) risk factors, FY2024 10-K

Risks Related to Our Business

1. 01A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business
2. 02Our executive officers and certain members of our Board face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors

Risks Related to Our Indebtedness and Certain Other Obligations

1. 03We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement, there could be an event of default under the terms of the Line of Credit or a future debt agreement, which could result in an acceleration of repayment
2. 36We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement, there could be an event of default under the terms of the Line of Credit or a future debt agreement, which could result in an acceleration of repayment
3. 37We may be required to take write-downs or write-offs, restructuring and impairment or other charges
4. 38Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure

Risks Related to Our Business and Industry

1. 04We have a limited operating history which makes our future performance difficult to predict
2. 05We have a history of losses and we may not be able to achieve or sustain profitability in the future
3. 06We depend on our management team. The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business
4. 07The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that could impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business
5. 08As of December 31, 2024, Mr. Osher beneficially owns directly or through HS3, Harvest Small Cap and HSCP Master, 24,837,069 shares of our Common Stock, or approximately 61.5% of the outstanding shares of our Common Stock and 2,170,213 warrants to purchase shares of our Common Stock
6. 09Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio
7. 10We may be unable to grow our business by acquisitions of additional parking facilities
8. 11acquired parking facilities might require significant attentions from management that would otherwise be devoted to our other business activities
9. 12We may not acquire the properties that we evaluate in our pipeline
10. 13Our parking facilities face intense competition, which may adversely affect rental and fee income
11. 14The revenue from locations where Metropolis Technologies, Inc. (“Metropolis”) and LAZ Parking (“LAZ”) act as either a lease tenant or an operator agent represented 55.7% and 15.3% of our revenue, excluding commercial revenue, respectively, for the fiscal year ended December 31, 2024
12. 15Our use of third-party operators exposes us to certain risks
13. 16Declines in the market value of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings
14. 17We require scale to improve cash flow and earnings for stockholders
15. 18Changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations
16. 19Changes to office work policies have had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations
17. 20Such events have adversely impacted and may continue to adversely impact our tenants’ operations, which could significantly disrupt or cause a closure of their operations and, in turn, significantly impact or eliminate the rental revenue we generate from our leases with them
18. 21Our investments in real estate will be subject to the risks typically associated with real estate
19. 22Climate change may have a long-term impact on our business
20. 23Uninsured losses or premiums for insurance coverage relating to real property may adversely affect investor returns
21. 24Our costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high
22. 25Real property is an illiquid investment, and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to

Risks Related to Financial, Tax and Accounting Issues

1. 26We may have future financing needs and may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business plan
2. 27We have $29.9 million of debt due within twelve months of the date of issuance of this Annual Report which is comprised of $27.2 million related to the Line of Credit (as defined herein) and a $2.7 million note payable
3. 28If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence
4. 29We may face litigation and other risks as a result of the previously identified material weakness in our internal control over financial reporting
5. 30We may not be able to access financing sources or refinance properties on attractive terms, or at all, which could reduce the number of properties we can acquire and adversely affect our ability to execute our business plan
6. 31our current and potential future earnings and cash distribution
7. 32Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations
8. 33costs related to intercompany restructurings; or
9. 34We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets
10. 35Our ability to use net operating loss carryforwards and certain other tax attributes may be limited

Risks Related to Legal and Regulatory Matters

1. 39Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business
2. 40Our proprietary software systems contain open source software, which may pose particular risks to our proprietary software in a manner that could harm our business
3. 41Inigma and pKatalyst, our proprietary software systems, are not currently protected by any patents, registered trademarks or licenses, which may prevent us from using, or enforcing our intellectual property rights to, these systems and could adversely affect our business, results of operations and financial condition

Risks Related to Ownership of Our Securities

1. 42The market price and trading volume of the shares of our Common Stock may fluctuate significantly
2. 43Our Common Stock only recently began trading on the NYSE American, and we can provide no assurance that an active liquid trading market for the shares of our Common Stock will be sustained. The market price and liquidity of our Common Stock may be adversely affected by the absence of an active trading market
3. 44In response to any of the foregoing developments, the market price of shares of our Common Stock could decrease significantly. You may be unable to resell your shares of our Common Stock at or above your purchase price
4. 45Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of Common Stock
5. 46If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock could decline
6. 47If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline
7. 48Our stockholders’ interest in us could be diluted if we issue additional shares of stock or Common Units, which could reduce the overall value of their investment; our stockholders’ interests also will be diluted by exercises and conversions of Common Units and Preferred Stock
8. 49the relative voting strength of each share of previously outstanding common stock may be diminished; and
9. 50We may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock
10. 51We may be unable to maintain the continued listing requirements of the NYSE American
11. 52Future offerings of debt, which would be senior to the Common Stock upon liquidation, and/or preferred equity securities, which may be senior to the Common Stock for purposes of distributions or upon liquidation, may adversely affect the market price of the Common Stock

Risks Related to Our Organizational Structure and Our Constituent Documents and Policies

1. 53We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries
2. 54We may change our operational, financing and investment policies without stockholder approval
3. 55Ownership limitations and certain provisions in the Charter, as well as certain provisions of Maryland law, may deter, delay or prevent a change in control or acquisition proposals
4. 56Our rights and the rights of our stockholders to take action against our directors and officers are limited
5. 57active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated
6. 58Conflicts of interest exist or could arise in the future with the Operating Company or its members

Other Risks

1. 59We qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make its common stock less attractive to investors