FORUM Markets (FRMM) risk factors, FY2024 10-K

Risks Related to our Securities

1. 01You should be aware that there are substantial risks for an investment in our common stock. You should carefully consider these risk factors before you decide to invest in our common stock

Risks Relating to Our Need For Additional Funding

1. 02We will need additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern
2. 03We may not receive any additional amounts under our pre-merger directors’ and officers’ insurance policy in connection with certain litigation matters and may be forced to repay $2.57 million previously received
3. 04On April 21, 2023, the Court issued an Order Granting in Part and Denying in Part the Company’s Motion for Partial Summary Judgment
4. 05Additional funding may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability to operate our business
5. 06Our accounts payable are significant, and we do not currently have sufficient funds to pay such accounts payable, all of which are past due

Risks Relating to Our Planned Online Casino Operations

1. 07We have no operating history in the gaming industry and have incurred significant operating losses since inception. We may never become profitable or, if achieved, be able to sustain profitability
2. 08The online gaming industry is highly competitive, and if the Company fails to compete effectively, it could experience price reductions, reduced margins or loss of revenues
3. 09The Company will face the risk of fraud, theft, and cheating
4. 10We expect to be reliant on third-parties for our gaming content and to have no control over the providers of our content. Our business could be adversely affected if our access to games is limited or delayed
5. 11The Company will rely on third party cloud services and such providers or services may encounter technical problems and service interruptions
6. 12Malfunctions of third-party communications infrastructure, hardware and software may expose the Company to a variety of risks it cannot control
7. 13The Company’s planned online casino is part of a new and evolving industry, which presents significant uncertainty and business risks
8. 14The product offerings of the Company must be approved in most regulated jurisdictions in which they are offered; this process cannot be assured or guaranteed
9. 15Legislative and regulatory changes could negatively affect the business of the Company and the business of its customers
10. 16The gaming industry is highly regulated, and the Company must adhere to various regulations and maintain applicable licenses to operate. Failure to abide by regulations or maintain applicable licenses could be disruptive to our business and could adversely affect our operations
11. 17A reduction in discretionary consumer spending, from an economic downturn or disruption of financial markets or other factors, could negatively impact the financial performance of the Company as it develops its iGaming business
12. 18The Company will face cyber security risks that could result in damage to the Company’s reputation and/or subject them to fines, payment of damages, lawsuits and restrictions on the Company’s use of data

Risks Relating to Our Plans to Allow Players to Deposit and Withdraw Cryptocurrency

1. 19Bitcoin, Ethereum, Litecoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty
2. 20We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations
3. 21In the event we hold digital assets, such holdings are expected to be less liquid and more volatile than our existing 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
4. 22Intellectual property rights claims may adversely affect the operation of some or all crypto asset networks
5. 23The impact of geopolitical and economic events on the supply and demand for crypto assets, including bitcoin, is uncertain
6. 24The characteristics of crypto assets have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion and ransomware scams; all of which may have an adverse effect on the market for, and regulation of, crypto assets, and our operations
7. 25Incorrect or fraudulent digital asset transactions may be irreversible
8. 26The decentralized nature of crypto asset systems may lead to slow or inadequate responses to crises, which may negatively affect our business
9. 27It may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoin or other crypto assets, participate in blockchains or utilize similar crypto assets in one or more countries, the ruling of which would adversely affect us
10. 28The 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 crypto assets for which no person is liable
11. 29Digital assets held by us are not subject to FDIC or SIPC protections

Risks Related to Our Business Operations

1. 30Our License Agreements with the University of Oxford and other licensors may be terminated in certain circumstances without our consent
2. 31We owe a significant amount of money to the University of Oxford, which funds we do not have. The university may take action against us to enforce their rights to payment in the future, which could have a material adverse effect on us and our operations
3. 32Our results of operations may be adversely affected by fluctuations in currency values
4. 33Economic uncertainty may affect our access to capital and/or increase the costs of such capital
5. 34We depend on our key personnel and our ability to attract and retain employees
6. 35Our employees may have previously engaged, and/or may in the future engage, in misconduct or other improper activities, including noncompliance with regulatory standards and legal requirements
7. 36Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation
8. 37We may enter into strategic transactions in the future which may result in a material change in our operations and/or a change of control
9. 38Our directors and officers allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs
10. 39Certain of our executive officers and directors may in the future become affiliated with entities engaged in business activities similar to those conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented
11. 40Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests

Risks Relating to Our Life sciences Operations

1. 41We may be unable to monetize our existing life science assets
2. 42Our ability to generate revenue from any of our potential life sciences products is subject to our ability to obtain regulatory approval and fulfill numerous other requirements and we may never be successful in generating revenues or becoming profitable
3. 43All of our patents in the Anti-TNF and Fibrosis program are method of use patents, which may result in biosimilar drugs being used without our permission
4. 44The majority of our license agreements provide the licensors and/or counter-parties the right to use and/or exploit such licensed intellectual property
5. 45We may not be successful in establishing development and commercialization collaborations which could adversely affect, and potentially prohibit, our ability to develop our product candidates
6. 46Our and our partner’s operations are subject to risks associated with ongoing and potential future global conflicts, including specifically the operations of Yissum, our research partner
7. 47We are subject to extensive regulation by U.S. federal and state and foreign governments in each of the U.S., European and Canadian markets, in which we plan to sell our products, or in markets where we have product candidates progressing through the approval process
8. 48We are subject to federal, state and foreign healthcare laws and regulations and implementation of or changes to such healthcare laws and regulations could adversely affect our business and results of operations
9. 49In some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country

Risks Relating to Our Ineffective Disclosure Controls and Procedures

1. 50The Company has discussed the disclosure procedures and controls with its external accounting advisors, and is currently evaluating steps and processes to remedy such concerns

Risks Related to our Intellectual Property

1. 51We may not be able to adequately protect our future product candidates or our proprietary technology in the marketplace
2. 52If third parties claim that intellectual property used by our company infringes upon their intellectual property, our operating profits could be adversely affected
3. 53If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of our technology and products could be significantly diminished
4. 54The expiration or loss of patent protection may adversely affect our future revenues and operating earnings
5. 55We have in the past, and may in the future, impair long-lived assets and intangible assets, including goodwill and acquired in-process research and development

Risks Related to our Common Stock and Warrants

1. 56We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future
2. 57Elray Resources, Inc., beneficially owns a significant percentage of our common stock and as such exercises significant voting control over us, which limits other stockholders’ abilities to influence corporate matters and could delay or prevent a change in corporate control
3. 58Elray may have interests, with respect to its Company securities, that are different from other investors and the concentration of voting power held by Elray may have an adverse effect on the price of our common stock
4. 59Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to us and may not be reliable or accurate
5. 60The exercise of the outstanding options and warrants, and the sale of common stock upon exercise thereof, may adversely affect the trading price of our securities
6. 61Our outstanding public warrants are significantly out of the money
7. 62Provisions of certain outstanding warrants could discourage an acquisition of us by a third party
8. 63A significant number of our shares are eligible for sale and their sale or potential sale may depress the market price of our common stock and cause significant dilution to existing stockholders
9. 64There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of our common stock may continue to be volatile
10. 65We face significant penalties and damages in the event registration statements we have previously filed to register certain securities sold in our prior offerings are subsequently suspended or terminated
11. 66Resales of our common stock in the public market may cause the market price of our common stock to fall
12. 67Future sales of our common stock could cause our stock price to decline
13. 68Our Certificate of Incorporation provides for indemnification of officers and directors at our expense and limits their liability, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors
14. 69The limitation of monetary liability against our directors, officers and employees under Delaware law and the existence of indemnification rights to them may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees
15. 70Our directors have the right to authorize the issuance of shares of preferred stock and additional shares of our common stock
16. 71Our Second Amended and Restated Certificate of Incorporation, as amended, contains exclusive forum provisions that may discourage lawsuits against us and our directors and officers
17. 72Our Second Amended and Restated Certificate of Incorporation, as amended, contains provisions whereby we renounced any interest in any corporate opportunity offered to any director or officer, subject to certain exceptions
18. 73Provisions in our Certificate of Incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management
19. 74We incur significant costs to ensure compliance with U.S. and Nasdaq reporting and corporate governance requirements
20. 75We incur increased costs as a result of being a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability
21. 76In the past we have not been in compliance with Nasdaq’s continued listing standards and may not be in compliance with such standards in the future, and are currently subject to a one year mandatory panel monitor, and as a result our common stock and public warrants may be delisted from Nasdaq
22. 77We have previously been out of compliance with Nasdaq’s continued listing requirements due to our failure to maintain a minimum bid price of at least $1.00 per share for our common stock, which failure was remedied in March 2024
23. 78Our failure to meet Nasdaq’s continued listing requirements for the reasons above, or any other reason, may result in our securities being delisted from Nasdaq
24. 79Global economic conditions could materially adversely affect our business, results of operations, financial condition and growth
25. 80Our proprietary information, or that of our customers, suppliers and business partners, may be lost or we may suffer security breaches
26. 81Failure of our information technology systems, including cybersecurity attacks or other data security incidents, could significantly disrupt the operation of our business
27. 82We may acquire other companies which could divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our operations and harm our operating results
28. 83If we make any acquisitions, they may disrupt or have a negative impact on our business
29. 84We may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the value of our securities
30. 85We have never paid or declared any dividends on our common stock
31. 86Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock
32. 87Our growth depends in part on the success of our strategic relationships with third parties
33. 88Claims, litigation, government investigations, and other proceedings may adversely affect our business and results of operations
34. 89Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations
35. 90We may be adversely affected by climate change or by legal, regulatory or market responses to such change
36. 91We may incur indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely impact our operations and our costs
37. 92We may be adversely impacted by changes in accounting standards