Change Agents (CHGA) risk factors, FY2024 10-K

Risks Related to the Potential Merger with YOOV

1. 01Failure to complete the Merger could negatively impact the stock price and our future business and financial results
2. 02We and YOOV will be subject to business uncertainties and contractual restrictions while the Merger is pending
3. 03Third parties may terminate or alter existing contracts or relationships with us or YOOV
4. 04The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the Merger will not be completed
5. 05We or YOOV may waive one or more of the closing conditions to the Merger without re-soliciting stockholder approval
6. 06Our stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management
7. 07The Merger Agreement limits our ability to pursue alternatives to the Merger
8. 08Our executive officers and directors may have interests in the Merger that are different from, or in addition to, the rights of their respective stockholders
9. 09We, YOOV and, subsequently, the combined company may have difficulty attracting, motivating and retaining executives and other key employees in light of the proposed Merger
10. 10We will incur significant transaction and Merger-related transition costs in connection with the Merger
11. 11We may be the target of securities class action and stockholder lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed

General Operating and Business Risks

1. 12Our limited revenue makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance
2. 13Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward
3. 14There is substantial doubt about our ability to continue as a going concern, which will affect our ability to obtain future financing and may require us to curtail our operations
4. 15Our cash will only fund our operations for a limited time and we will need to raise additional capital in order to support our development
5. 16If we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership will be reduced and these stockholders may experience substantial dilution
6. 17We have significant outstanding debt obligations and servicing these debt obligations will require a significant amount of capital, and our business may not be able to pay our substantial debt
7. 18Our business and operations may be further impacted by epidemics, outbreaks and other public health events
8. 19We depend upon key personnel and need additional personnel
9. 20Joint ventures, joint ownership arrangements and other projects pose unique challenges and we may not be able to fully implement or realize synergies, expected returns or other anticipated benefits associated with such projects
10. 21We must effectively manage the growth of our operations, or our company will suffer
11. 22Our revenue and results of operations may suffer if we are unable to attract new tenants
12. 23Potential liability claims may adversely affect our business
13. 24In accordance with our strategic development policy, we may invest in companies for strategic reasons and may not realize a return on our investments
14. 25Our strategic transactions involve risks, and we may not realize the expected benefits because of numerous uncertainties and risks
15. 26We face intense competition which could cause us to lose market share
16. 27If we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose intellectual property rights that are important to our business
17. 28We may face uncertainty and difficulty in obtaining and enforcing our patents and other proprietary rights
18. 29We may not be able to protect our intellectual property rights throughout the world
19. 30Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time
20. 31Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and any patent protection we may obtain in the future could be reduced or eliminated for non-compliance with these requirements
21. 32It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If we fail to protect or enforce our intellectual property rights adequately or secure rights to patents of others, the value of our intellectual property rights would diminish
22. 33We may be subject to claims challenging the inventorship of patents and other intellectual property
23. 34If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer
24. 35We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and we may be unable to protect our rights to, or use of, our technology
25. 36Breaches or compromises of our information security systems or our information technology systems or infrastructure could result in exposure of private information, disruption of our business and damage to our reputation, which could harm our business, results of operation and financial condition
26. 37We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act or Chinese anti-corruption law could have a material adverse effect on our business
27. 38Changes or disruption in services supplies, or transportation provided by third parties have impacted and could continue to impact or adversely affect our business
28. 39Some of our medical device products in the future may face significant government regulation, and there is no guarantee that our medical devices will receive regulatory approval
29. 40Even if our medical devices receive regulatory approval, we may still face future development and regulatory difficulties
30. 41If we or current or future collaborators, manufacturers, or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions and substantial penalties, which could affect our ability to develop, market and sell our products and may harm our reputation
31. 42Any medical devices we develop may become subject to unfavorable pricing regulations, third party coverage and reimbursement practices or healthcare reform initiatives, thereby harming our business
32. 43The healthcare industry is heavily regulated in the U.S. at the federal, state, and local levels, and our failure to comply with applicable requirements may subject us to penalties and negatively affect our financial condition
33. 44Our ability to obtain reimbursement or funding from the federal government may be impacted by possible reductions in federal spending

Risks Related to Our Securities

1. 45Our officers, directors and principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval
2. 46If we are unable to maintain listing of our securities on The Nasdaq Capital Market or another reputable stock exchange, it may be more difficult for our stockholders to sell their securities
3. 47The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for our stockholders
4. 48If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the price of our common stock could decline. The perception in the market that these sales may occur could also cause the price of our common stock to decline
5. 49You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock
6. 50The ability of our Board to issue additional stock may prevent or make more difficult certain transactions, including a sale or merger
7. 51If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline
8. 52We have never declared or paid cash dividends on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future
9. 53If we cannot satisfy the continued listing requirements and other rules of The Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them
10. 54If our common stock is delisted from trading by the applicable trading market we could face significant consequences, including
11. 55We could be subject to securities class action litigation