Nexentis Technologies (NXTS) risk factors, FY2024 10-K

Other

1. 01Our business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations, financial condition or business. These risks include, but are not limited to, those listed below
2. 02Increased attention to environmental, social, and governance matters and conservation measures may adversely impact our business or that of our manufacturers

Risks Related to Our Financial Condition and Capital Requirements

1. 03We have a history of operating losses and expect to incur additional losses in the future
2. 04We may need to raise significant additional capital, which we may be unable to obtain

Risks Related to Our Business, Industry and Business Operations

1. 05We may not be successful in our efforts to complete and integrate current and/or future acquisitions, which could disrupt our current business activities and adversely affect our results of operations or future growth
2. 06We may not be successful in our efforts to complete and integrate current and/or future joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth
3. 07Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan
4. 08Our customers require that our products undergo a lengthy testing period without any assurance of sales
5. 09Our products and technology require additional trials
6. 10The commercial success of our new generation products, as well as any future products, depend upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries
7. 11We may face significant competition from other companies looking to develop or acquire new alternative environmentally friendly solutions for the treatment of fruits and vegetables, and other edible matter
8. 12Our success is dependent upon the acceptance of our environmentally friendly solutions for fruits and vegetables
9. 13We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products
10. 14We currently rely on a limited number of suppliers to produce certain key components of our products
11. 15If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we may not be successful in commercializing our products
12. 16If we are unable to establish our own sales, marketing and distribution capabilities or enter into successful arrangements with third parties to perform these services, our revenues and our profitability may be materially adversely affected
13. 17We rely on rapidly establishing a global distributorship network in order to effectively market our products
14. 18The results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals
15. 19Some of our products are subject to technical review and approval by government authorities in each country where we currently conduct our business and where we intend to sell our products
16. 20Our success is dependent upon our ability to achieve regulatory approvals and registration in the United States, Mexico, Peru, Brazil, and Israel, which might take longer than expected
17. 21The inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities
18. 22Our business and operations may be affected by unexpected events, including climate change conditions and natural disasters, which could materially harm our financial results
19. 23Our business, in particular, may be affected from changes in climate conditions as such events would affect the crops yield and their storability in those cases where there is unusually warm, dry, humid or cold weather before cropping
20. 24Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operation
21. 25Increased attention to environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our business or that of our manufacturers
22. 26Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations
23. 27We are subject to risks relating to portfolio concentration
24. 28Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations
25. 29International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States, Mexico or Israel
26. 30Our business depends to some extent on international transactions

Risks Related to Intellectual Property

1. 31If we are unable to secure and maintain patent or other intellectual property protection for our products, our ability to compete may be harmed
2. 32If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete may be harmed
3. 33We could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of management’s attention, require us to pay damages and force us to discontinue selling our products
4. 34We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property
5. 35We may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products or services

Risks Related to Regulatory Compliance

1. 36If we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions, which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation in our industry
2. 37Regulatory reforms may adversely affect our ability to sell our products profitably

Risks Related to Our Investment in Solar Energy

1. 38Our investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments
2. 39Climate-Related Risks May Adversely Affect Solterra’s Business and Our Joint Venture Value
3. 40Regulatory and Compliance Changes May Adversely Impact Solterra’s Operations and Our Joint Venture Value
4. 41Permitting and Licensing Delays May Impact Solterra’s Project Timelines and Our Joint Venture Value
5. 42Fluctuations in Electricity Tariffs May Impact Solterra’s Revenue and Our Joint Venture Value
6. 43Supply Chain and Contractor Disruptions May Delay Solterra’s Projects and Affect Our Joint Venture Value
7. 44Equipment Malfunctions and Downtime May Impact Solterra’s Operations and Our Joint Venture Value
8. 45Intense Competition in the Renewable Energy Sector May Affect Solterra’s Market Share and Our Joint Venture Value
9. 46Joint Venture and Partnership Risks May Affect Solterra’s Projects and Our Joint Venture Value
10. 47Safety and Operational Risks May Impact Solterra’s Business and Our Joint Venture Value

Risks Related to NTWO OFF

1. 48The evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs or other financial harm to our business and financial condition
2. 49If NTWO OFF becomes subject to environmental-related claims, it could incur significant cost and time to comply
3. 50Should NTWO OFF become liable for any of the environmental risks described above, it could be liable for damages caused such as injuries, environmental contamination etc
4. 51NTWO OFF requires certain permits to operate its nitrous oxide business. If NTWO OFF is unable to obtain or renew such permits it will adversely impact our operations
5. 52NTWO OFF is currently conducting a controlled trial to examine its solution for the reduction of greenhouse gas emissions, with a specific focus on nitrous oxide and aim to penetrate the sustainable agriculture market with its innovative solution

Risks Related to Our Operations in Israel

1. 53Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues
2. 54The continuation of the war has also led to a deterioration of certain indicators of Israel’s economic standing, for instance, a downgrade in Israel’s credit rating by rating agencies (such as by Moody’s, S&P Global, and Fitch)
3. 55We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products
4. 56It may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel

Risks Related to Ownership of Our Common Stock

1. 57If we fail to comply with the Nasdaq Capital Market listing requirements, we will be subject to potential delisting from the Nasdaq Capital Market
2. 58The market price of our common stock may be highly volatile
3. 59Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall
4. 60We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders
5. 61Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock
6. 62We may be subject to securities litigation, which is expensive and could divert management attention
7. 63If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline
8. 64We do not anticipate paying any cash dividends in the foreseeable future
9. 65Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations
10. 66Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences
11. 67We incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required to devote substantial time to new compliance initiatives and reporting requirements
12. 68We face risks related to compliance with corporate governance laws and financial reporting standards
13. 69The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business
14. 70As a result of the invasion of Ukraine, one of our collaborations with a packer in Turkey was halted due to the increased rates and negative impacts of the war on such local packers. We cannot estimate the damage this may have on our business should the situation further evolve
15. 71If we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results accurately or meet our reporting obligations