arcee-ai/sec-data-full · Datasets at Hugging Face

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in earnings estimates; ● changes
in market valuations of similar companies; ● actions
or announcements by our competitors; ● adverse
market reaction to any increased indebtedness we may incur in the future; ● additions
or departures of key personnel; ● actions
by shareholders; ● speculation
in the media, online forums, or investment community; and ● our
intentions and ability to maintain the listing our common shares on NYSE American. 83 An
active, liquid trading market for our common shares may not be sustained, which may make it difficult for you to sell the common shares
you purchase. We
cannot predict the extent to which investor interest in us will sustain a trading market or how active and liquid that market may remain.
If an active and liquid trading market is not sustained, you may have difficulty selling any of our common shares that you purchase at
a price above the price you purchase them or at all. The failure of an active and liquid trading market to continue would likely have
a material adverse effect on the value of our common shares. An inactive market may also impair our ability to raise capital to continue
to fund operations by selling securities and may impair our ability to acquire other companies or technologies by using our securities
as consideration. Future
sales of common shares may affect the market price of our common shares. We
cannot predict what effect, if any, future sales of our common shares, or the availability of common shares for future sale, will have
on the market price of our common shares. Sales of substantial amounts of our common shares in the public market, or the perception that
such sales could occur, could materially adversely affect the market price of our common shares and may make it more difficult for you
to sell your common shares at a time and price which you deem appropriate. Rule
144 sales in the future may have a depressive effect on our share price. All
of the outstanding common shares held by the present officers, directors, and affiliate shareholders are “restricted securities”
within the meaning of Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. As restricted shares, these shares
may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that
a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions,
sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s
outstanding common shares. There is no limitation on the amount of restricted securities that may be sold by a non-affiliate after the
owner has held the restricted securities for a period of six months if our company is a current, reporting company under the Exchange
Act. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registration
of common shares of present shareholders, may have a depressive effect upon the price of the common shares in any market that may develop. Our
series A senior convertible preferred shares and series B senior convertible preferred shares are senior to our common shares as to distributions
and in liquidation, which could limit our ability to make distributions to our common shareholders. Holders
of our series A senior convertible preferred shares and series B senior convertible preferred shares are entitled to quarterly dividends,
payable in cash or in common shares, at a rate per annum of 14.0% of the stated value ($2.00 per share for our series A senior convertible
preferred shares and $3.00 per share for our series B senior convertible preferred shares), subject to adjustment. In addition, upon
any liquidation of our company or its subsidiaries, each holder of outstanding series A senior convertible preferred shares and series
B senior convertible preferred shares will be entitled to receive an amount of cash equal to 115% of the stated value, plus an amount
of cash equal to all accumulated accrued and unpaid dividends thereon (whether or not declared), before any payment shall be made to
or set apart for the holders of our common shares. This could limit our ability to make regular distributions to our common shareholders
or distributions upon liquidation. We
may issue additional debt and equity securities, which are senior to our common shares as to distributions and in liquidation, which
could materially adversely affect the market price of our common shares. In
the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured
by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term
notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would
receive a distribution of our available assets before distributions to our shareholders. Any
additional preferred securities, if issued by our company, may have a preference with respect to distributions and upon liquidation,
which could further limit our ability to make distributions to our common shareholders. Because our decision to incur debt and issue
securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing or nature of our future offerings and debt financing. Further,
market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear
the risk of our future offerings reducing the value of your common shares and diluting your interest in us. In addition, we can change
our leverage strategy from time to time without approval of holders of our common shares, which could materially adversely affect the
market share price of our common shares. 84 Our
potential future earnings and cash distributions to our shareholders may affect the market price of our common shares. Generally,
the market price of our common shares may be based, in part, on the market’s perception of our growth potential and our current
and potential future cash distributions, whether from operations, sales, acquisitions or refinancings, and on the value of our businesses.
For that reason, our common shares may trade at prices that are higher or lower than our net asset value per share. Should we retain
operating cash flow for investment purposes or working capital reserves instead of distributing the cash flows to our shareholders, the
retained funds, while increasing the value of our underlying assets, may materially adversely affect the market price of our common shares.
Our failure to meet market expectations with respect to earnings and cash distributions and our failure to make such distributions, for
any reason whatsoever, could materially adversely affect the market price of our common shares. Were
our common shares to be considered penny stock, and therefore become subject to the penny stock rules, U.S. broker-dealers may be discouraged
from effecting transactions in our common shares. Our
common shares may be subject to the penny stock rules under the Exchange Act. These rules regulate broker-dealer practices for transactions
in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00 per share. The penny stock
rules require broker-dealers that derive more than 5% of their customer transaction revenues from transactions in penny stocks to deliver
a standardized risk disclosure document that provides information about penny stocks, and the nature and level of risks in the penny
stock market, to any non-institutional customer to whom the broker-dealer recommends a penny stock transaction. The broker-dealer must
also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson
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 completing
the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny
stock rules require that prior to a transaction, the broker and/or 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. The transaction costs
associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our common
shares. These additional penny stock disclosure requirements are burdensome and may reduce all the trading activity in the market for
our common shares. As long as our common shares are subject to the penny stock rules, holders of our common shares may find it more difficult
to sell their shares. Holders
of our common shares may not be entitled to a jury trial with respect to claims arising under our operating agreement, which could result
in less favorable outcomes to the plaintiffs in any such action. Our
operating agreement governing our common shares provides that, to the fullest extent permitted by law, holders of our common shares waive
the right to a jury trial of any claim they may have against us arising out of or relating to our operating agreement, including any
claim under the U.S. federal securities laws. If
we opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and
circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual
pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by
the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable,
including under the laws of the State of Delaware, which govern our operating agreement, by a federal or state court in the State of
Delaware, which has non-exclusive jurisdiction over matters arising under the operating agreement. In determining whether to enforce
a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily
waived the right to a jury trial. We believe that this is the case with respect to our operating agreement. It is advisable that you
consult legal counsel regarding the jury waiver provision before entering into the operating agreement. If
you or any other holders or beneficial owners of our common shares bring a claim against us in connection with matters arising under
our operating agreement, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled
to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us. If a lawsuit
is brought against us under our operating agreement, it may be heard only by a judge or justice of the applicable trial court, which
would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including

in earnings estimates; ● changes

in market valuations of similar companies; ● actions

or announcements by our competitors; ● adverse

market reaction to any increased indebtedness we may incur in the future; ● additions

or departures of key personnel; ● actions

by shareholders; ● speculation

in the media, online forums, or investment community; and ● our

intentions and ability to maintain the listing our common shares on NYSE American. 83 An

active, liquid trading market for our common shares may not be sustained, which may make it difficult for you to sell the common shares

you purchase. We

cannot predict the extent to which investor interest in us will sustain a trading market or how active and liquid that market may remain.

If an active and liquid trading market is not sustained, you may have difficulty selling any of our common shares that you purchase at

a price above the price you purchase them or at all. The failure of an active and liquid trading market to continue would likely have

a material adverse effect on the value of our common shares. An inactive market may also impair our ability to raise capital to continue

to fund operations by selling securities and may impair our ability to acquire other companies or technologies by using our securities

as consideration. Future

sales of common shares may affect the market price of our common shares. We

cannot predict what effect, if any, future sales of our common shares, or the availability of common shares for future sale, will have

on the market price of our common shares. Sales of substantial amounts of our common shares in the public market, or the perception that

such sales could occur, could materially adversely affect the market price of our common shares and may make it more difficult for you

to sell your common shares at a time and price which you deem appropriate. Rule

144 sales in the future may have a depressive effect on our share price. All

of the outstanding common shares held by the present officers, directors, and affiliate shareholders are “restricted securities”

within the meaning of Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. As restricted shares, these shares

may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions

from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that

a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions,

sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s

outstanding common shares. There is no limitation on the amount of restricted securities that may be sold by a non-affiliate after the

owner has held the restricted securities for a period of six months if our company is a current, reporting company under the Exchange

Act. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registration

of common shares of present shareholders, may have a depressive effect upon the price of the common shares in any market that may develop. Our

series A senior convertible preferred shares and series B senior convertible preferred shares are senior to our common shares as to distributions

and in liquidation, which could limit our ability to make distributions to our common shareholders. Holders

of our series A senior convertible preferred shares and series B senior convertible preferred shares are entitled to quarterly dividends,

payable in cash or in common shares, at a rate per annum of 14.0% of the stated value ($2.00 per share for our series A senior convertible

preferred shares and $3.00 per share for our series B senior convertible preferred shares), subject to adjustment. In addition, upon

any liquidation of our company or its subsidiaries, each holder of outstanding series A senior convertible preferred shares and series

B senior convertible preferred shares will be entitled to receive an amount of cash equal to 115% of the stated value, plus an amount

of cash equal to all accumulated accrued and unpaid dividends thereon (whether or not declared), before any payment shall be made to

or set apart for the holders of our common shares. This could limit our ability to make regular distributions to our common shareholders

or distributions upon liquidation. We

may issue additional debt and equity securities, which are senior to our common shares as to distributions and in liquidation, which

could materially adversely affect the market price of our common shares. In

the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured

by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term

notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would

receive a distribution of our available assets before distributions to our shareholders. Any

additional preferred securities, if issued by our company, may have a preference with respect to distributions and upon liquidation,

which could further limit our ability to make distributions to our common shareholders. Because our decision to incur debt and issue

securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate

the amount, timing or nature of our future offerings and debt financing. Further,

market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear

the risk of our future offerings reducing the value of your common shares and diluting your interest in us. In addition, we can change

our leverage strategy from time to time without approval of holders of our common shares, which could materially adversely affect the

market share price of our common shares. 84 Our

potential future earnings and cash distributions to our shareholders may affect the market price of our common shares. Generally,

the market price of our common shares may be based, in part, on the market’s perception of our growth potential and our current

and potential future cash distributions, whether from operations, sales, acquisitions or refinancings, and on the value of our businesses.

For that reason, our common shares may trade at prices that are higher or lower than our net asset value per share. Should we retain

operating cash flow for investment purposes or working capital reserves instead of distributing the cash flows to our shareholders, the

retained funds, while increasing the value of our underlying assets, may materially adversely affect the market price of our common shares.

Our failure to meet market expectations with respect to earnings and cash distributions and our failure to make such distributions, for

any reason whatsoever, could materially adversely affect the market price of our common shares. Were

our common shares to be considered penny stock, and therefore become subject to the penny stock rules, U.S. broker-dealers may be discouraged

from effecting transactions in our common shares. Our

common shares may be subject to the penny stock rules under the Exchange Act. These rules regulate broker-dealer practices for transactions

in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00 per share. The penny stock

rules require broker-dealers that derive more than 5% of their customer transaction revenues from transactions in penny stocks to deliver

a standardized risk disclosure document that provides information about penny stocks, and the nature and level of risks in the penny

stock market, to any non-institutional customer to whom the broker-dealer recommends a penny stock transaction. The broker-dealer must

also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson

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 completing

the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny

stock rules require that prior to a transaction, the broker and/or 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. The transaction costs

associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our common

shares. These additional penny stock disclosure requirements are burdensome and may reduce all the trading activity in the market for

our common shares. As long as our common shares are subject to the penny stock rules, holders of our common shares may find it more difficult

to sell their shares. Holders

of our common shares may not be entitled to a jury trial with respect to claims arising under our operating agreement, which could result

in less favorable outcomes to the plaintiffs in any such action. Our

operating agreement governing our common shares provides that, to the fullest extent permitted by law, holders of our common shares waive

the right to a jury trial of any claim they may have against us arising out of or relating to our operating agreement, including any

claim under the U.S. federal securities laws. If

we opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and

circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual

pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by

the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable,

including under the laws of the State of Delaware, which govern our operating agreement, by a federal or state court in the State of

Delaware, which has non-exclusive jurisdiction over matters arising under the operating agreement. In determining whether to enforce

a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily

waived the right to a jury trial. We believe that this is the case with respect to our operating agreement. It is advisable that you

consult legal counsel regarding the jury waiver provision before entering into the operating agreement. If

you or any other holders or beneficial owners of our common shares bring a claim against us in connection with matters arising under

our operating agreement, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled

to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us. If a lawsuit

is brought against us under our operating agreement, it may be heard only by a judge or justice of the applicable trial court, which

would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including