What the changes say
- Company transitioned from electric vehicle manufacturing to digital asset treasury and stablecoin management during 2025.
- Financial results now depend entirely on volatile digital assets, market liquidity, and capital raising.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
We did not generate revenue during 2025 and may not generate revenue in future periods
We generated zero revenue in 2025 and rely entirely on our investment portfolio and capital market access.
- NewRisks Related to Our Business
Our business model has changed, and our historical operating results may not be indicative of future performance
Our shift from electric vehicles to digital asset treasury management makes historical financial statements irrelevant for evaluating future performance.
- NewRisks Related to Our Business
We continuously evaluate our business strategy and may modify our strategy as necessary to respond to developments in our business and other factors, and any such modification, if not successful, could have a material adverse effect on our business, financial condition, and results of operations
Future modifications to our business strategy could fail and harm our financial condition.
- NewRisks Related to Our Business
Our financial results are highly dependent on the performance of digital assets and marketable securities
Market volatility, macroeconomic conditions, and regulatory developments can severely depress the value of our digital assets and marketable securities.
- NewRisks Related to Our Business
Digital assets are subject to extreme price volatility and may experience significant declines in value
Extreme price volatility and rapid decreases in digital asset values could cause sustained financial damage.
- NewRisks Related to Our Business
Digital asset custody and security risks could result in the loss of our assets
Cyber breaches, hacking, or lost private keys could result in the permanent loss of our digital assets.
- NewRisks Related to Our Business
We may be deemed an investment company under the Investment Company Act of 1940, as amended
Holding substantial digital assets and marketable securities risks triggering registration as an investment company under the Investment Company Act of 1940.
- NewRisks Related to Our Business
Our multi-token investment strategy targeting the stablecoin industry exposes us to significant risks, including market volatility, regulatory uncertainty, and technological vulnerabilities, any of which could materially and adversely affect our business, financial condition and results of operations
Our multi-token stablecoin investment strategy exposes us to severe price volatility, liquidity constraints, and evolving regulatory restrictions.
- NewRisks Related to Our Business
There are volatility risks related to stablecoin
Stablecoin issuers have broad discretion over reserve asset composition, creating hidden backing and liquidity risks.
- NewRisks Related to Our Business
Our digital assets (tokens) holdings are and will be less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents
Our token holdings are less liquid than cash and lack FDIC or SIPC deposit protections.
- NewRisks Related to Our Business
Our digital assets treasury strategy could subject us to enhanced regulatory oversight
Acquiring digital assets exposes us to enhanced regulatory scrutiny regarding anti-money laundering, sanctions, and illicit finance.
- NewRisks Related to Our Business
We plan to purchase additional digital assets using primarily proceeds from equity and debt financings, but we may be unable to obtain such financings on favorable terms
We depend on equity and debt financings to purchase additional digital assets, which may be unavailable on favorable terms.
- NewRisks Related to Our Legacy Electric Vehicle Operations
We have paused manufacturing activities and are re-engineering the Vanish and if we later continue our manufacturing activities; we may not be successful
- NewRisks Related to Our Legacy Electric Vehicle Operations
Even if we complete re-engineering efforts, the Vanish may not achieve market acceptance or be commercially viable
- NewRisks Related to Our Legacy Electric Vehicle Operations
Resuming electric vehicle manufacturing would require significant capital and operating resources, and we may be unable to obtain them on acceptable terms, if at all
- NewRisks Related to Our Legacy Electric Vehicle Operations
Our legacy electric vehicle assets may be subject to further impairment, disposal losses, or ongoing carrying costs
- NewRisks Related to Our Legacy Electric Vehicle Operations
Any future resumption of electric vehicle activities could expose us to product quality, safety, warranty, and product liability risks
- NewRisks Relating to Our Financial Position and Need for Additional Capital
We have incurred recurring losses and may continue to incur losses
- NewRisks Relating to Our Financial Position and Need for Additional Capital
We have issued preferred stock and other equity-linked securities that may result in dilution
- NewRisks Relating to Our Financial Position and Need for Additional Capital
We may need to raise additional capital, which may be dilutive or restrictive
- NewRisks Related to Regulatory Matters
Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and materially and adversely affect us
- NewRisks Related to Regulatory Matters
The U.S. federal income tax treatment of transactions in digital assets is unclear
- NewRisks Related to Regulatory Matters
The recently enacted Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”) creates a new federal regulatory framework for stablecoins in the United States, and its implementation could materially impact our stablecoin-related business, operations, and compliance obligations
- NewRisks Related to Regulatory Matters
The state, local and non-U.S. tax treatment of digital assets is unclear
- NewRisks Related to Regulatory Matters
Exposure to market volatility and token-specific risks could adversely affect the value of our digital asset holdings
- NewRisks Related to Regulatory Matters
Regulatory and compliance uncertainty in the U.S. and abroad could limit or delay our ability to execute our digital asset strategy
- NewRisks Related to Our Series Preferred Stock
Holders of our shares of Series I Preferred Stock are entitled to certain payments under the Series I Certificate of Designations that may be paid in cash, or in certain circumstances, in share of Common Stock, which may require the expenditure of a substantial portion of our cash resources
- NewRisks Related to Our Series Preferred Stock
The Series I Preferred Stock and the Private Placement Warrants contain certain anti-dilution provisions, which may dilute the interests of our stockholders, depress the price of our common stock, and make it difficult for us to raise additional capital
- NewRisks Related to Our Series Preferred Stock
The Series I Certificate of Designations contains restrictive covenants and terms that may make it difficult to procure additional financing and that may affect our financial condition and results of operations
- NewRisks Related to Our Series Preferred Stock
Under the Series I Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult to procure additional financing
Dropped
- DroppedRisks Related to Our Business
Our consolidated financial statements have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going concern
Marcum LLP expressed substantial doubt about going concern due to recurring losses.
- DroppedRisks Related to Our Business
The market for our products is developing and may not develop as expected
- DroppedRisks Related to Our Business
We are currently evaluating our product development strategy, which may result in significant changes and have a material impact on our business, results of operations and financial condition
The market for our electric vehicles is developing and may not develop as expected.
- DroppedRisks Related to Our Business
Our business is subject to general economic and market conditions, including trade wars and tariffs
Strategic review of product development strategy may modify or discontinue products.
- DroppedRisks Related to Our Business
If disruptions in our transportation network continue to occur or our shipping costs continue to increase, we may be unable to sell or timely deliver our products, and our gross margin could decrease
General economic conditions, trade wars, and tariffs significantly affect our business.
- DroppedRisks Related to Our Business
Our limited operating history makes evaluating our business and prospects difficult and may increase the risk of any investment in our securities
Disruptions in our transportation network or shipping costs from China could decrease gross margins.
- DroppedRisks Related to Our Business
If we are unable to effectively implement or manage our growth strategy, our operating results and financial condition could be materially and adversely affected
Limited operating history makes evaluating our electric vehicle business and prospects difficult.
- DroppedRisks Related to Our Business
Developments in alternative technologies or improvements in the internal combustion engine may have a materially adverse effect on the demand for our electric vehicles
Inability to implement or manage our vehicle growth strategy could adversely affect operating results.
- DroppedRisks Related to Our Business
Our future growth depends on customers’ willingness to adopt electric vehicles
Developments in alternative technologies or internal combustion engines may hurt EV demand.
- DroppedRisks Related to Our Business
We may experience lower-than-anticipated market acceptance of our current models and the vehicles in development
Future growth depends on customer willingness to adopt electric vehicles.
- DroppedRisks Related to Our Business
If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed, and our reputation may be damaged
Lower-than-anticipated market acceptance of our current electric vehicle models in development.
- DroppedRisks Related to Our Business
If we fail to include key feature sets relative to the target markets for our electric vehicles, our business will be harmed
Expansion of our electric vehicle operations places strain on management and resources.
- DroppedRisks Related to Our Business
Unanticipated changes in industry standards could render our vehicles incompatible with such standards and adversely affect our business
Failure to include key feature sets relative to target EV markets will harm business.
- DroppedRisks Related to Our Business
Our future success depends on our ability to identify additional market opportunities and develop and successfully introduce new and enhanced products that address such markets and meet the needs of customers in such markets
- DroppedRisks Related to Our Business
Unforeseen or recurring operational problems at our facilities, or a catastrophic loss of our manufacturing facilities, may cause significant lost or delayed production and adversely affect our results of operations
- DroppedRisks Related to Our Business
We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
- DroppedRisks Related to Our Business
If our vehicles fail to perform as expected due to defects, our ability to develop, market and sell our electric vehicles could be seriously harmed
- DroppedRisks Related to Our Business
Transitioning from an offshoring to an onshoring business model carries risks
- DroppedRisks Related to Our Business
We currently have limited electric vehicles marketing and sales experience, and if we are unable to establish sales and marketing capabilities or enter into dealer agreements to market and sell our vehicles, we may be unable to generate any revenue
- DroppedRisks Related to Our Business
Failure to maintain the strength and value of our brand could have a material adverse effect on our business, financial condition and results of operations
- DroppedRisks Related to Our Business
The range of our electric vehicles on a single charge declines over time, which may negatively influence potential customers’ decisions whether to purchase our vehicles
- DroppedRisks Related to Our Business
An unexpected change in failure rates of our products could have a material adverse impact on our business, financial condition, and operating results
- DroppedRisks Related to Our Business
Increases in costs, disruption of supply or shortage of raw materials, including but not limited to lithium-ion battery cells, chipsets and displays, could harm our business
- DroppedRisks Related to Our Business
Customer financing and insuring our vehicles may prove difficult because retail lenders are unfamiliar with our vehicles and our vehicles have a limited loss history for determining residual values within the insurance industry
- DroppedRisks Related to Our Business
Our business may be adversely affected by labor and union activities
- DroppedRisks Related to Our Business
We rely on our dealers for the service of our vehicles and have limited experience servicing our vehicles. If we are unable to address the service requirements of our future customers, our business will be materially and adversely affected
- DroppedRisks Related to Our Business
If we fail to deliver vehicles and accessories to market as scheduled, our business will be harmed
- DroppedRisks Related to Our Business
Failure in our information technology and storage systems could significantly disrupt the operation of our business
- DroppedRisks Relating to Our Financial Position and Need for Additional Capital
We must raise additional capital to fund our operations in order to continue as a going concern, and such funding may be costly or difficult to obtain and could dilute our stockholders’ ownership interests
- DroppedRisks Relating to Our Financial Position and Need for Additional Capital
Our long-term capital requirements are subject to numerous risks
- DroppedRisks Related to Regulatory Matters
Increased safety, emissions, fuel economy, or other regulations may result in higher costs, cash expenditures, and/or sales restrictions
- DroppedRisks Related to Regulatory Matters
Our vehicles are subject to multi-jurisdictional motor vehicle standards
- DroppedRisks Related to Regulatory Matters
We may fail to comply with evolving environmental and safety laws and regulations
- DroppedRisks Related to Regulatory Matters
Changes in regulations could render our vehicles incompatible with federal, state or local regulations, or use cases
- DroppedRisks Related to Regulatory Matters
Unusual or significant litigation, governmental investigations or adverse publicity arising out of alleged defects in our vehicles, or otherwise, may derail our business
- DroppedRisks Related to Our International Operations
We are subject to exposure from changes in the exchange rates of local currencies
- DroppedRisks Related to Our International Operations
We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws
Reworded
- 69% rewrittenRisks Related to Our Business
We have a history of losses and have never been profitable. We expect to incur additional losses in the future and may never be profitable
Updated net loss figures for 2025 to $21.8 million and accumulated deficit to $139 million following our pivot.
- 27% rewrittenRisks Related to Our Intellectual Property
Our failure to meet the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”) could result in a delisting of our common stock
Added an explicit statement that there is no assurance we will maintain compliance with Nasdaq minimum listing requirements.
- 23% rewrittenRisks Related to Our Business
We depend on key personnel to operate our business, and the loss of one or more members of our management team, or our failure to attract, integrate and retain other highly qualified personnel in the future, could harm our business
Removed references to manufacturing operations and added that executive employment agreements do not bind officers for specific terms.
All 49 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We have a history of losses and have never been profitable. We expect to incur additional losses in the future and may never be profitable69% rewritten
- 02We did not generate revenue during 2025 and may not generate revenue in future periodsNew
- 03Our business model has changed, and our historical operating results may not be indicative of future performanceNew
- 04We continuously evaluate our business strategy and may modify our strategy as necessary to respond to developments in our business and other factors, and any such modification, if not successful, could have a material adverse effect on our business, financial condition, and results of operationsNew
- 05Our financial results are highly dependent on the performance of digital assets and marketable securitiesNew
- 06Digital assets are subject to extreme price volatility and may experience significant declines in valueNew
- 07Digital asset custody and security risks could result in the loss of our assetsNew
- 08We may be deemed an investment company under the Investment Company Act of 1940, as amendedNew
- 09We depend on key personnel to operate our business, and the loss of one or more members of our management team, or our failure to attract, integrate and retain other highly qualified personnel in the future, could harm our business23% rewritten
- 10Our multi-token investment strategy targeting the stablecoin industry exposes us to significant risks, including market volatility, regulatory uncertainty, and technological vulnerabilities, any of which could materially and adversely affect our business, financial condition and results of operationsNew
- 11There are volatility risks related to stablecoinNew
- 12Our digital assets (tokens) holdings are and will be less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalentsNew
- 13Our digital assets treasury strategy could subject us to enhanced regulatory oversightNew
- 14We plan to purchase additional digital assets using primarily proceeds from equity and debt financings, but we may be unable to obtain such financings on favorable termsNew
Risks Related to Our Legacy Electric Vehicle Operations
- 15We have paused manufacturing activities and are re-engineering the Vanish and if we later continue our manufacturing activities; we may not be successfulNew
- 16Even if we complete re-engineering efforts, the Vanish may not achieve market acceptance or be commercially viableNew
- 17Resuming electric vehicle manufacturing would require significant capital and operating resources, and we may be unable to obtain them on acceptable terms, if at allNew
- 18Our legacy electric vehicle assets may be subject to further impairment, disposal losses, or ongoing carrying costsNew
- 19Any future resumption of electric vehicle activities could expose us to product quality, safety, warranty, and product liability risksNew
Risks Relating to Our Financial Position and Need for Additional Capital
- 20We have incurred recurring losses and may continue to incur losses New
- 21If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies to grant licenses on terms that are not favorable to us, or to issue equity instruments that may be dilutive to our stockholders
- 22We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions
- 23We have issued preferred stock and other equity-linked securities that may result in dilutionNew
- 24We may need to raise additional capital, which may be dilutive or restrictiveNew
Risks Related to Internal Controls
- 25We have identified a material weakness in our internal control over financial reporting, and if we are unable to remediate the material weakness, or if we experience additional material weaknesses in the future, our business may be harmed
Risks Related to Regulatory Matters
- 26Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and materially and adversely affect usNew
- 27The U.S. federal income tax treatment of transactions in digital assets is unclearNew
- 28The recently enacted Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”) creates a new federal regulatory framework for stablecoins in the United States, and its implementation could materially impact our stablecoin-related business, operations, and compliance obligationsNew
- 29The state, local and non-U.S. tax treatment of digital assets is unclearNew
- 30Exposure to market volatility and token-specific risks could adversely affect the value of our digital asset holdingsNew
- 31Regulatory and compliance uncertainty in the U.S. and abroad could limit or delay our ability to execute our digital asset strategyNew
Risks Related to Our Series Preferred Stock
- 32Under the Purchase Agreement we are subject to certain restrictive covenants that may make it difficult to procure additional financing
- 33Holders of our shares of Series I Preferred Stock are entitled to certain payments under the Series I Certificate of Designations that may be paid in cash, or in certain circumstances, in share of Common Stock, which may require the expenditure of a substantial portion of our cash resourcesNew
- 34The Series I Preferred Stock and the Private Placement Warrants contain certain anti-dilution provisions, which may dilute the interests of our stockholders, depress the price of our common stock, and make it difficult for us to raise additional capitalNew
- 35The Series I Certificate of Designations contains restrictive covenants and terms that may make it difficult to procure additional financing and that may affect our financial condition and results of operationsNew
- 36Under the Series I Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult to procure additional financingNew
Risks Related to Our Intellectual Property
- 37If we are unable to adequately protect our proprietary designs and intellectual property rights, our competitive position could be harmed
- 38We may need to license intellectual property from third parties in the future. If we fail to obtain licenses we need or fail to comply with our obligations in agreements under which we license intellectual property and other rights from third parties, we could lose our ability to manufacture our vehicles
- 39Many of our proprietary designs are in digital form, and a breach of our computer systems could result in these designs being stolen
- 40Our proprietary designs are susceptible to reverse engineering by our competitors
- 41If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us
- 42Legal proceedings or third-party claims of intellectual property infringement and other challenges may require us to spend substantial time and money and could harm our business
- 43We are generally obligated to indemnify our sales channel partners, customers, suppliers and contractors for certain expenses and liabilities resulting from intellectual property infringement claims regarding our products, which could force us to incur substantial costs
- 44Our stock price may be volatile
- 45Our failure to meet the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”) could result in a delisting of our common stock27% rewritten
- 46An active trading market for our Common Stock may not be sustained
- 47We incur increased costs and demands on management as a result of compliance with laws and regulations applicable to public companies, which could harm our operating results
- 48We do not anticipate paying cash dividends on our Common Stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment
- 49Anti-takeover provisions of our certificate of incorporation, our bylaws and Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove the current members of our board and management
Other Fabric.AI 10-Ks
- FY2024 10-K risk factors56 risks
Company faces a going concern warning from Marcum LLP due to recurring losses and insufficient liquidity. Operations rely heavily on manufacturing electric vehicles like the Vanish with limited commercial history. Supply chain risks involve transitioning away from Chinese vendors like Cenntro to North American and European sources.
Filed Mar 31, 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.