Item 1A. Risk Factors.
Much
of the information included in this quarterly report includes or is based upon
estimates, projections or other forward looking statements. Such forward
looking statements include any projections or estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumption or other future performance
suggested herein.
Such
estimates, projections or other forward looking statements involve various
risks and uncertainties as outlined below. We caution the reader that important
factors in some cases have affected and, in the future, could materially affect
actual results and cause actual results to differ materially from the results
expressed in any such estimates, projections or other forward looking
statements.
Risks Associated with our Business and Industry
Lack
of cash flow which may affect our ability to continue as a going
concern.
Presently,
our operating cash flows are not sufficient to meet operating and capital
expenses. Our business plan calls for continued research and development of our
products and expansion of our market share. We will require additional financing
to fund working capital and pay for operating expenses and capital requirements
until we achieve a positive cash flow.
There
is no assurance that actual cash requirements will not exceed our estimates. In
particular, additional capital may be required in the event that:
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we incur delays and additional expenses as a result of technology failure;
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we are unable to create a substantial market for our products; or
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we incur any significant unanticipated expenses.
The occurrence of any of the aforementioned events could adversely affect our
ability to meet our proposed business plans.
We
depend on a mix of revenues and outside capital to pay for the continued
development of our technology and the marketing of our products. Such outside
capital may include the sale of additional stock and/or commercial borrowing.
There can be no assurance that capital will continue to be available if
necessary to meet these continuing development costs or, if the capital is
available, that it will be on terms acceptable to us. Disruptions in financial
markets and challenging economic conditions have and may continue to affect our
ability to raise capital. The issuance of additional equity securities by us
would result in a dilution, possibly a significant dilution, in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.
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Our
revenue, operating results and gross margin can fluctuate significantly and
unpredictably from quarter-to-quarter and from year-to-year, and we expect that
they will continue to do so, which could have a material adverse effect on our
operating results.
The rate at which our customers order our products, and the size of these
orders, are highly variable and difficult to predict. In the past, we have
experienced significant variability in our customer purchasing practices on a
quarterly and annual basis, and we expect that this variability will continue,
as a result of a number of factors, many of which are beyond our control,
including:
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demand for our products and the
timing and size of customer orders;
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length of sales cycles, which may
be extended by selling our products through channel partners;
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length of time of deployment of
our products by our customers;
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customers budgetary constraints;
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competitive pressures; and
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general economic conditions.
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As
a result of this volatility in our customers purchasing practices, our revenue
has historically fluctuated unpredictably on a quarterly and annual basis and we
expect this to continue for the foreseeable future. Our budgeted expense levels
depend in part on our expectations of future revenue. Because any substantial
adjustment to expenses to account for lower levels of revenue is difficult and
takes time, if our revenue declines, our operating expenses and general overhead
would likely be high relative to revenue, which could have a material adverse
effect on our operating margin and operating results.
We
may be unable to predict subscription renewal rates and the impact these rates
may have on our future revenue and operating results.
Some
of our products and services are sold on a subscription basis that is generally
month-to-month or one year in length. Our customers have no obligation to renew
their subscriptions for our services after the expiration of their initial
subscription period, and some customers elect not to renew. We cannot provide
assurance that our subscriptions will be renewed at the same or higher level of
service, for the same number of licenses or for the same duration of time, if at
all. We cannot provide assurance that we will be able to accurately predict
future customer renewal rates. Our customers renewal rates may decline or
fluctuate as a result of a number of factors, including their level of
satisfaction with our services, our ability to continue to regularly add
features and functionality, the reliability (including uptime) of our
subscription services, the prices of our services, the prices of services
offered by our competitors, mergers and acquisitions affecting our customer
base, reductions in our customers spending levels or declines in customer
activity as a result of economic downturns or uncertainty in financial markets.
If our customers do not renew their subscriptions for our services or if they
renew on terms less favorable to us, our revenue may decline.
If
we are not able to manage our operating expenses, then our financial condition
may be adversely affected.
Operating
expenses of $3,258,514 exceeded revenue by $684,846 for the three months ended
July 31, 2019. Our ability to reach and maintain profitability is conditional
upon our ability to manage our operating expenses. There is a risk that we will
have to increase our operating expenses in the future. Factors that could cause
our operating expenses to increase include our determination to spend more on
sales and marketing in order to increase product sales or our determination that
more research and development expenditures are required in order to keep our
current software products competitive or in order to develop new products for
the market. To the extent that our operating expenses increase without a corresponding
increase in revenue, our financial condition would be adversely impacted.
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Our level of indebtedness and debt service obligations could adversely affect
our financial condition and may make it more difficult for us to fund our
operations.
On
October 10, 2018, as amended on July 10, 2019, our company entered into a loan
agreement (the Loan Agreement) with Wesley Clover International Corporation
and KMB Trac Two Holdings Ltd. (collectively, the Lenders), pursuant to which
the Lenders agreed to loan to our company an aggregate principal amount of up to
$5,000,000. Wesley Clover International Corporation owns approximately 25.3% of
our common shares and is controlled by the Chairman of our company, Terence
Matthews and KMB Trac Two Holdings Ltd. is represented by Steven Bruk, a
director of our company and Karen Bruk, Mr. Bruks spouse. KMB Trac Two Holdings
Ltd., Steven Bruk and Karen Bruk own approximately 20.5% of our common shares.
Pursuant to the terms of the Loan Agreement, the loan is unsecured and will be
made available in multiple advances at the discretion of our company and will
bear interest at a rate of 8% per year, payable monthly. The outstanding
principal and any accrued interest may be prepaid without penalty and is to be
fully repaid on the date that is 30 months after the first advance. The loan is
intended to be used for general working capital purposes. As of July 31, 2019,
the principal balance of the loan payable was $3,000,000. This balance is to be
repaid on or before April 11, 2021.
This
indebtedness may create additional financing risk for us, particularly if our
business or prevailing financial market conditions are not conducive to paying
off or refinancing our outstanding debt obligations at maturity. This
indebtedness could also have important negative consequences, including the fact
that we will need to repay our indebtedness by making payments of interest and
principal, which will reduce the amount of money available to finance our
operations, our research and development efforts and other general corporate
activities. To the extent additional debt (including without limitation the
additional advances) is added to our current debt levels, the risks described
above could increase.
We
may not have cash available to us in an amount sufficient to enable us to make
interest or principal payments on our indebtedness when due.
Failure
to satisfy our current and future debt obligations under the Loan Agreement,
could result in an event of default and, as a result, the Lenders could
accelerate all of the amounts due. In the event of an acceleration of amounts
due under the Loan Agreement, as a result of an event of default, we may not
have sufficient funds or may be unable to arrange for additional financing to
repay our indebtedness.
We
face larger and better-financed competitors, which may affect our ability to
achieve or maintain profitability.
Management
is aware of similar products which compete directly with our products and some
of the companies developing these similar products are larger and
better-financed than us and may develop products superior to those of our
company. In addition to price competition, increased competition may result in
other aggressive business tactics from our competitors, such as:
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emphasizing their own size and perceived stability
against our smaller size and narrower recognition;
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providing customers one-stop shopping options for the
purchase of network equipment and application software;
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offering customers financing assistance;
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making early announcements of competing products and
employing extensive marketing efforts; and
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asserting infringement of their intellectual property
rights.
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Such
competition may potentially adversely affect our profitability.
A
decline in the price of our common stock could affect our ability to raise
further working capital and adversely impact our operations.
A
prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital, or a delisting from a stock exchange on which our common stock trades.
Because our operations have been partially financed through the sale of equity
securities, a decline in the price of our common stock could be especially
detrimental to our liquidity and our continued operations. Any reduction in our
ability to raise equity capital in the future would force us to reallocate funds
from other planned uses and would have a significant negative effect on our
business plans and operations, including our ability to develop new products and
continue our current operations. If our stock price declines, there can be no
assurance that we can raise additional capital or generate funds from operations
sufficient to meet our obligations.
The
majority of our directors and officers are located outside the United States,
with the result that it may be difficult for investors to enforce within the
United States any judgments obtained against us or some of our directors or
officers.
The
majority of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States. As a result, it may be
difficult for investors to enforce within the United States any judgments
obtained against us or our officers or directors, including judgments predicated
upon the civil liability provisions of the securities laws of the United States
or any state thereof. Consequently, investors may be effectively prevented from
pursuing remedies under United States federal securities laws against some of
our directors or officers.
We
may in the future be subject to damaging and disruptive intellectual property
litigation that could materially and adversely affect our business, results of
operations and financial condition, as well as the continued viability of our
company.
We
may be unaware of filed patent applications and issued patents that could relate
to our products and services. Intellectual property litigation, if determined
against us, could:
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result in the loss of a substantial number of existing
customers or prohibit the acquisition of new customers;
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cause us to lose access to key distribution channels;
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result in substantial employee layoffs or risk the
permanent loss of highly-valued employees;
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materially and adversely affect our brand in the market
place and cause a substantial loss of goodwill;
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affect our ability to raise additional capital;
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cause our stock price to decline significantly; and
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lead to the bankruptcy or liquidation of our company.
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Parties
making claims of infringement may be able to obtain injunctive or other
equitable relief that could effectively block our ability to provide our
products or services and could cause us to pay substantial royalties, licensing
fees or damages. The defense of any lawsuit could result in time-consuming and
expensive litigation, regardless of the merits of such claims.
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We
could lose our competitive advantages if we are not able to protect any
proprietary technology and intellectual property rights against infringement,
and any related litigation could be time-consuming and costly.
Our
success and ability to compete depends to a significant degree on our
proprietary technology incorporated in our software. If any of our competitors'
copy or otherwise gain access to our proprietary technology or develops similar
technologies independently, we would not be able to compete as effectively. We
also consider our family of registered and unregistered trademarks including
CounterPath, Bria, eyebeam, X-Lite, and Softphone.com invaluable to our ability
to continue to develop and maintain the goodwill and recognition associated with
our brand. The measures we take to protect the proprietary technology software,
and other intellectual property rights, which presently are based upon a
combination of patents, patents pending, copyright, trade secret and trademark
laws, may not be adequate to prevent their unauthorized use. Further, the laws
of foreign countries may provide inadequate protection of such intellectual
property rights.
We
may need to bring legal claims to enforce or protect such intellectual property
rights. Any litigation, whether successful or unsuccessful, could result in
substantial costs and divert resources from intended uses. In addition,
notwithstanding any rights we have secured in our intellectual property, other
persons may bring claims against us that we have infringed on their intellectual
property rights, including claims based upon the content we license from third
parties or claims that our intellectual property right interests are not valid.
Any claims against us, with or without merit, could be time consuming and costly
to defend or litigate, divert our attention and resources, result in the loss of
goodwill associated with our service marks or require us to make changes to our
website or other of our technologies.
Our
products may become obsolete and unmarketable if we are unable to respond
adequately to rapidly changing technology and customer demands.
Our
industry is characterized by rapid changes in technology and customer demands.
As a result, our products may quickly become obsolete and unmarketable. Our
future success will depend on our ability to adapt to technological advances,
anticipate customer demands, develop new products and enhance our current
products on a timely and cost-effective basis. Further, our products must remain
competitive with those of other companies with substantially greater resources.
We may experience technical or other difficulties that could delay or prevent
the development, introduction or marketing of new products or enhanced versions
of existing products. Also, we may not be able to adapt new or enhanced services
to emerging industry standards, and our new products may not be favorably
received.
Unless
we can establish broad market acceptance of our current products, our potential
revenues may be significantly reduced.
We
expect that a substantial portion of our future revenue will be derived from the
sale of our software products. We expect that these product offerings and their
extensions and derivatives will account for a majority of our revenue for the
foreseeable future. Broad market acceptance of our software products is,
therefore, critical to our future success and our ability to continue to
generate revenues. Failure to achieve broad market acceptance of our software
products as a result of competition, technological change, or otherwise, would
significantly harm our business. Our future financial performance will depend
primarily on the continued market acceptance of our current software product
offerings and on the development, introduction and market acceptance of any
future enhancements. There can be no assurance that we will be successful in
marketing our current product offerings or any new product offerings,
applications or enhancements, and any failure to do so would significantly harm
our business.
Our
use of open source software could impose limitations on our ability to
commercialize our products.
We
incorporate open source software into our products. Although we closely monitor
our use of open source software, the terms of many open source software licenses
have not been interpreted by U.S. courts, and there is a risk that such licenses
could be construed in a manner that could impose unanticipated conditions or
restrictions on our ability to sell our products. In such event, we could be
required to make our proprietary software generally available to third parties,
including competitors, at no cost, to seek licenses from third parties to
continue offering our products, to re-engineer our products or to discontinue
the sale of our products in the event re-engineering cannot be accomplished on a timely basis or at all, any of
which could adversely affect our revenues and operating expenses.
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We may not be able to obtain necessary licenses of third-party technology on
acceptable terms, or at all, which could delay product sales and development and
adversely impact product quality.
We
have incorporated third-party licensed technology into our current products. We
anticipate that we are also likely to need to license additional technology from
third-parties to develop new products or product enhancements in the future.
Third-party licenses may not be available or continue to be available to us on
commercially reasonable terms. The inability to retain any third-party licenses
required in our current products or to obtain any new third-party licenses to
develop new products and product enhancements could require us to obtain
substitute technology of lower quality or performance standards or at greater
cost, and delay or prevent us from making these products or enhancements, any of
which could seriously harm the competitive position of our products.
Our
products must interoperate with many different networks, software applications
and hardware products, and this interoperability will depend on the continued
prevalence of open standards.
Our
products are designed to interoperate with our customers existing and planned
networks, which have varied and complex specifications, utilize multiple
protocol standards, software applications and products from numerous vendors and
contain multiple products that have been added over time. As a result, we must
attempt to ensure that our products interoperate effectively with these existing
and planned networks. To meet these requirements, we have and must continue to
undertake development and testing efforts that require significant capital and
employee resources. We may not accomplish these development efforts quickly or
cost-effectively, or at all. If our products do not interoperate effectively,
installations could be delayed or orders for our products could be cancelled,
which would harm our revenue, gross margins and our reputation, potentially
resulting in the loss of existing and potential customers. The failure of our
products to interoperate effectively with our customers networks may result in
significant warranty, support and repair costs, divert the attention of our
engineering personnel from our software development efforts and cause
significant customer relations problems.
Additionally,
the interoperability of our products with multiple different networks is
significantly dependent on the continued prevalence of standards for IP
multimedia services, such as SIP or Session Initiation Protocol. Some of our
existing and potential competitors are network equipment providers who could
potentially benefit from the deployment of their own proprietary
non-standards-based architectures. If resistance to open standards by network
equipment providers becomes prevalent, it could make it more difficult for our
products to interoperate with our customers networks, which would have a
material adverse effect on our ability to sell our products to service
providers.
We
are subject to the credit risk of our customers, which could have a material
adverse effect on our financial condition, results of operations and
liquidity.
We
are subject to the credit risk of our customers. Businesses that are good credit
risks at the time of sale may become bad credit risks over time. In times of
economic recession, the number of our customers who default on payments owed to
us tends to increase. If we fail to adequately assess and monitor our credit
risks, we could experience longer payment cycles, increased collection costs and
higher bad debt expense.
We
are exposed to fluctuations in interest rates and exchange rates associated with
foreign currencies.
A
majority of our revenue activities are transacted in U.S. dollars. However, we
are exposed to foreign currency exchange rate risk inherent in conducting
business globally in numerous currencies, of which the most significant to our
operations for the three months ended July 31, 2019 is the Canadian dollar. We
are primarily exposed to a fluctuating Canadian dollar as our operating expenses
are primarily denominated in Canadian dollars while our revenues are primarily
denominated in U.S. dollars. We address certain financial exposures through a
controlled program of risk management that includes the use of derivative
financial instruments. Our companys foreign currency risk management program
includes foreign currency derivatives with cash flow hedge accounting designation that utilizes foreign currency forward contracts to
hedge exposures to the variability in the U.S. dollar equivalent of anticipated
non-U.S. dollar-denominated cash flows. These instruments generally have a
maturity of less than one year. For these derivatives, our company reports the
after-tax gain or loss from the effective portion of the hedge as a component of
accumulated other comprehensive income (loss) in stockholders equity and
reclassifies it into earnings in the same period in which the hedged transaction
affects earnings, and within the same line item on the consolidated statements
of operations as the impact of the hedged transaction. There can be no assurance
that our hedging program will not result in a negative impact on our earnings
and earnings per share. We did not enter into any forward contracts for hedging
purposes during the three months ended July 31, 2019 (2018 - none).
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Tax
matters, including changes in tax rates, disagreements with taxing authorities
and imposition of new taxes could impact our results of operations and financial
condition.
We
are subject to income taxes as well as non-income-based taxes, such as payroll,
sales, use, value added, net worth, property, withholding and franchise taxes in
both the U.S. and various foreign jurisdictions. From time to time, we are also
subject to reviews, examinations and audits by taxing authorities with respect
to such income and non-income-based taxes inside and outside of the U.S. When a
taxing authority disagrees with our tax positions, we could face additional tax
liabilities, including interest and penalties. Payment of such additional
amounts upon final settlement or adjudication of any disputes could have a
material impact on our results of operations and financial position.
In
addition, we are directly and indirectly affected by new tax legislation and
regulation and the interpretation of tax laws and regulations worldwide. Changes
in legislation, regulation or interpretation of existing laws and regulations in
the U.S. and other jurisdictions where we are subject to taxation could increase
our taxes and have an adverse effect on our operating results and financial
condition.
If
a security breach or cyberattack of our IT networks and systems, or any of our
products, occurs, our operations could be interrupted, our products and services
may be perceived as vulnerable, and our brand and reputation could be damaged,
which could reduce revenue, increase expenses, and expose us to legal claims or
regulatory actions.
Cybersecurity refers to the combination of technologies,
processes, and procedures established to protect information technology systems
and data from unauthorized access, attack, or damage. We are subject to
cybersecurity risks. Information cybersecurity risks have significantly
increased in recent years and, while we have not experienced any material losses
relating to cyber-attacks or other information security breaches, we could
suffer such losses in the future. Our computer systems, software and networks
may be vulnerable to unauthorized access, computer viruses or other malicious
code and other events that could have a security impact. If one or more of such
events occur, this potentially could jeopardize confidential and other
information, including nonpublic personal information and sensitive business
data, processed and stored in, and transmitted through, our computer systems and
networks, or otherwise cause interruptions or malfunctions in our operations or
the operations of our customers or counterparties. This could result in
significant losses, reputational damage, litigation, regulatory fines or
penalties, or otherwise adversely affect our business, financial condition or
results of operations. Privacy and information security laws and regulation
changes, and compliance with those changes, may result in cost increases due to
system changes and the development of new administrative processes. In the
future, we may be required to expend significant additional resources to modify
our protective measures and to investigate and remediate vulnerabilities or
other exposures arising from operational and security risks. In addition, we may
be subject to litigation and financial losses that are not fully insured.
Risks Associated with our Common Stock
Our
directors control a substantial number of shares of our common stock, decreasing
your influence on stockholder decisions.
Based
on the 5,953,380 shares of common stock that were issued and outstanding as of
July 31, 2019, our directors owned approximately 50% of our outstanding common
stock. As a result, our directors as a group could have a significant influence in delaying, deferring or
preventing any potential change in control of our company; they will be able to
strongly influence the actions of our board of directors even if they were to
cease being directors of our company and can effectively control the outcome of
actions brought to our stockholders for approval. Such a high level of ownership
may adversely affect the exercise of your voting and other stockholder rights.
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We
do not expect to pay dividends in the foreseeable future.
We
do not intend to declare dividends for the foreseeable future, as we anticipate
that we will reinvest any future earnings in the development and growth of our
business. Therefore, investors will not receive any funds unless they sell their
common stock, and stockholders may be unable to sell their shares on favorable
terms. We cannot assure you of a positive return on investment or that you will
not lose the entire amount of your investment in our common stock.
The
exercise of all or any number of outstanding stock options or the issuance of
other stock-based awards or any issuance of shares to raise funds may dilute
your holding of shares of our common stock.
If
the holders of outstanding stock options and deferred share units exercise or
settle all of their vested stock options and deferred share units as at July 31,
2019, then we would be required to issue an additional 1,188,044 shares of our
common stock, which would represent approximately 20% of our issued and
outstanding common stock after such issuances. The exercise of any or all
outstanding stock options that are exercisable below market price will result in
dilution to the interests of other holders of our common stock.
We
may in the future grant to certain or all of our directors, officers, insiders
and key employees stock options to purchase the shares of our common stock,
bonus shares and other stock based compensation as non-cash incentives to such
persons. Subject to applicable stock exchange rules, if any, we may grant these
stock options and other stock based compensation at exercise prices equal to or
less than market prices, and we may grant them when the market for our
securities is depressed. The issuance of any additional shares of common stock
or securities convertible into common stock will cause our existing shareholders
to experience dilution of their holding of our common stock.
In
addition, shareholders could suffer dilution in their net book value per share
depending on the price at which such securities are sold. Such issuance may
cause a reduction in the proportionate ownership and voting power of all other
shareholders. The dilution may result in a decline in the price of our shares of
common stock or a change in the control of our company.
We
may be considered a penny stock. Penny stock rules will limit the ability of
our stockholders to sell their shares of common stock.
The
SEC has adopted regulations which generally define penny stock to be any
equity security that has a market price (as defined) less than $5.00 per share
or an exercise price of less than $5.00 per share, subject to certain
exceptions. In addition, since our common stock commenced trading on the NASDAQ
Capital Market below the $4.00 minimum bid price per share requirement, our
common stock would be considered a penny stock if we fail to satisfy the net
tangible assets and revenue tests in Rule 3a51-1 under the Securities Exchange
Act of 1934. Our securities may be covered by the penny stock rules, which
impose additional sales practice requirements on broker-dealers who sell to
persons other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation.
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In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from these rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock.
The
Financial Industry Regulatory Authority, or FINRA, has adopted sales practice
requirements, which may limit a stockholder's ability to buy and/or sell shares
of our common stock.
The
FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may limit your ability to buy and
sell our stock and have an adverse effect on the market for its shares.
Securities
analysts may not publish favorable research or reports about our business or may
publish no information which could cause our stock price or trading volume to
decline.
The
trading market for our common stock will be influenced by the research and
reports that industry or financial analysts publish about us and our business.
We do not control these analyst reports. As a relatively small public company,
we may be slow to attract research coverage and the analysts who publish
information about our common stock will have had relatively little experience
with our company, which could affect their ability to accurately forecast our
results and make it more likely that we fail to meet their estimates. If any of
the analysts who cover us issue an adverse opinion regarding our stock price,
our stock price may decline. If one or more of these analysts cease coverage of
our company or fail to regularly publish reports covering us, we could lose
visibility in the market, which in turn could cause our stock price or trading
volume to decline.