Turning Point Brands (TPB) risk factors, FY2025 10-K

General Risks

1. 01third-party claims that we infringe on their intellectual property; and
2. 36Our business may be damaged by events outside of our or our suppliers’ control, such as the impact of epidemics, political upheavals, or natural disasters
3. 37Climate change and legal and regulatory requirements related to climate change and environmental sustainability may have an adverse impact on our business and results of operations
4. 38Reliance on information technology means a significant disruption could affect our communications and operations39% rewritten
5. 39Security and privacy breaches may expose us to liability and cause us to lose customers
6. 40We may fail to manage our growth
7. 41We may fail to successfully identify, negotiate, and complete suitable investment or acquisition opportunities, integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions
8. 42We are subject to fluctuations in our results that make it difficult to track trends and develop strategies in the short-term
9. 43We are subject to the risks of exchange rate fluctuations
10. 44Adverse U.S. and global economic conditions could negatively impact our business, prospects, results of operations, financial condition or cash flows
11. 45The departure of key management personnel and the failure to attract and retain talent could adversely affect our operations
12. 46Our intellectual property rights may be infringed or misappropriated
13. 47Third parties may claim that we infringe or misappropriate their intellectual property rights
14. 48We may be required to write down intangible assets, including trademarks and goodwill, due to impairment, which could have a material adverse effect on our results of operations or financial position

Risks Related to Our Business and Industry

1. 02Sales of tobacco products are generally expected to continue to decline
2. 03We depend on a small number of key third-party suppliers and producers for our products
3. 04We may be unable to identify or contract with new suppliers or producers in the event of a disruption to our supply of products
4. 05Our licenses to use certain brands and trademarks may be terminated or not renewed
5. 06We may not be successful in maintaining the consumer brand recognition and consumer loyalty to our products or in anticipating and responding to changes in consumer preferences and purchase behavior
6. 07Our distribution efforts rely in part on our ability to leverage relationships with large retailers and national chains
7. 08We are subject to significant competition across our segments and compete against companies in all segments that have access to significant resources in terms of technology, relationships with suppliers and distributors and access to cash flow and financial markets
8. 09There can be no assurance that our products will be able to compete successfully against “big tobacco” or any of our other competitors, some of which have far greater resources, capital, experience, market penetration, sales and distribution channels than us
9. 10Competition from illicit sources may have an adverse effect on our overall sales volume, restricting the ability to increase selling prices and damaging brand equity
10. 11Contamination of, or damage to, our products could adversely impact sales volume, market share and profitability
11. 12The market for certain of our products is subject to a great deal of uncertainty and is still evolving
12. 13We could decide, or be required to, recall products, which could have a material adverse effect on our business, reputation, financial position, results of operations, or cash flows
13. 14We may encounter difficulties or liabilities arising from investments in businesses

Risks Related to Legal, Tax and Regulatory Matters

1. 15We are subject to substantial and increasing regulation
2. 16Our products are regulated by the FDA, which has broad regulatory powers
3. 17Many of our products contain nicotine, which is considered to be a highly addictive substance
4. 18We are required to maintain cash amounts within an escrow account in order to be compliant with a settlement agreement between us and certain U.S. states and territories
5. 19Increases in tobacco-related taxes have been proposed or enacted and are likely to continue to be proposed or enacted in numerous jurisdictions
6. 20Our distribution to our wholesalers and retailers is dependent on the demands of their customers who are sensitive to increased taxes and economic conditions affecting their disposable income
7. 21We may be subject to increasing international control and regulation
8. 22encouraging litigation against tobacco companies26% rewritten
9. 23Our failure to comply with certain environmental, health and safety regulations could adversely affect our business
10. 24Imposition of significant tariffs on imports into the U.S. could have a material adverse effect on our business65% rewritten
11. 25The scientific community has not yet studied extensively the long-term health effects of certain substances contained in some of the products we previously sold and some products sold by businesses in which we have invested
12. 26We are subject to significant product liability litigation51% rewritten

Risks Related to Financial Results, Finances and Capital Structure

1. 27We have indebtedness that could affect our financial conditionNew
2. 28Our credit rating and ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms
3. 29The terms of the agreement governing our indebtedness may restrict our current and future operations, which would adversely affect our ability to respond to changes in our business and to manage our operations
4. 30transfer all or substantially all of our assets or enter into merger or consolidation transactions21% rewritten
5. 31If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed88% rewritten

Risks Related to our Common Stock

1. 32Our certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely affect the market price of our common stock
2. 33limitations on the ability of our stockholders to fill vacant directorships or amend the number of directors constituting our board of directors
3. 34Future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute our stockholders42% rewritten
4. 35We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock