SAFX on Nasdaq

XCF Global, Inc.

XCF Global, Inc. is an American industrial organic chemicals company based in Houston.1 Its shares trade on Nasdaq under the symbol SAFX.1

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Last updated Oct 20, 2026.

Overview

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  • TickerSAFX on Nasdaq1
  • IndustryIndustrial Organic Chemicals1
  • HeadquartersHouston, Texas1
  • Incorporated inDE2
  • Business address3040 Post Oak Blvd., Floor 18 Suite 164, Houston, Tx 770562
  • Filer category, Emerging growth company2
  • Legal formCorporation

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XCF was incorporated on January 20, 2023, for the purpose of making investments in renewable energy assets and production facilities.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-18.1%Gross margin4
-326.1%Operating margin4
355.5%Net margin4
196.5%Return on equity4
3.29×Debt to equity4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Renewable Diesel Products brought in 54% of the revenue XCF Global, Inc. broke down this way in fiscal 2025.

  1. Renewable Diesel Products$11.3M454%
  2. Renewable Diesel Environmental Credits$9.4M445%
  3. Naphtha Product Sales$131.3K41%
Products and services by year
Products and services2025
Renewable Diesel Products$11.3M
Renewable Diesel Environmental Credits$9.4M
Naphtha Product Sales$131.3K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue25¢$24.6M
  • Profit75¢$74.0M

Out of $20.8M in revenue.4

Financial statements

Revenue4$20.8M in 2025
0$10.0M$20.0M$30.0M2024: $0$020242025: $20.8M$20.8M2025
Operating income4-$67.9M in 2025+221% since 2024
-$80.0M-$60.0M-$40.0M-$20.0M02024: -$21.2M-$21.2M20242025: -$67.9M-$67.9M2025+221%
Net income4$74.0M in 2025
-$25.0M0$25.0M$50.0M$75.0M2024: -$24.1M-$24.1M20242025: $74.0M$74.0M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Revenue$20.8M
Cost of sales$24.6M
Gross loss-$3.8M
Operating expenses$7.0M$3.0M
General and administrative expenses$22.4M$18.2M
Severance expense$19.2M
Professional fees$15.6M
Total operating expenses$64.1M$21.2M
Loss from operations-$67.9M-$21.2M
Change in the fair value of note payable$4.6M
Change in the fair value of loans payable related party-$514.7K
Change in fair value of warrants$209.9M
Loss on issuance of debt-$138.0K
Loss on issuance of debt to related party-$40.5M
ELOC commitment fees-$7.4M
Unrealized loss on derivative asset-$16.2M
Realized gain on derivative asset$1.3M
Interest expense, net-$9.2M-$2.9M
Other income (expense), net-$14.0K
Total other income (expense)$141.9M-$2.9M
Net income (loss)$74.0M-$24.1M
Income (loss) per common share, basic$0.52
Income (loss) per common share, diluted$0.52
Weighted average number of common shares outstanding, basic142.3M shares
Weighted average number of common shares outstanding, diluted142.3M shares

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Corporate structure

XCF Global, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of XCF Global, Inc.

  • Brown Stone Capital Ltd Filed SCHEDULE 13G/A on XCF Global, Inc., latest Sep 30, 2026 (2 filings since Jun 18, 2026)
  • GL Part SPV II, LLC Filed SCHEDULE 13D on XCF Global, Inc., latest Sep 15, 2026
  • EEME Energy SPV I, LLC Filed SCHEDULE 13D on XCF Global, Inc., latest Jun 22, 2026
  • Randy Soule Filed SCHEDULE 13D/A on XCF Global, Inc., latest May 22, 2026 (4 filings since Jan 13, 2026)
  • Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on XCF Global, Inc., latest Aug 14, 2025
  • XCF Global, Inc. Houston, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What XCF Global, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$1.7M4 Dec 31, 2025$1.3M4 Dec 31, 2024+35.3%
Machinery and equipment$9.6M4 Dec 31, 2025$9.6M4 Dec 31, 20240%
Construction in progress$362.7M4 Dec 31, 2025$324.2M4 Dec 31, 2024+11.9%
Property and equipment, net$390.3M4 Dec 31, 2025$351.7M4 Dec 31, 2024+11.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$154.9K4 Dec 31, 2025$407.2K4 Dec 31, 2024−61.9%

Inventory

ItemLatestA year beforeChange
Inventory, total$338.0K4 Dec 31, 2025
Raw materials$04 Dec 31, 2025
Finished goods$49.3K4 Dec 31, 2025

Properties, in its own words

Our corporate headquarters are located in Houston. We consider our current office space adequate for our current operations.

The mailing address of our principal executive offices is 2500 City West Blvd, Suite 150-138, Houston, Texas 77042, and our telephone number at such address is (346) 630-4724.

Item 2 of the 10-K filed Mar 31, 2026.3

Leadership

Who has led XCF Global, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Harvey Lee Schnitzer2026–now
Board members and other officers (3)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Executive OfficerChristopher Cooper named Feb 2, 202611
  • Chief Financial OfficerWilliam Dale Dale named Feb 2, 202611
  • DirectorCarter McCain named Feb 2, 202611

Former names

  • Focus Impact BH3 NewCo, Inc.Apr 29, 2024 to Jun 6, 20252

Timeline

  1. Oct 6, 20268-K Bylaws or fiscal year changed; Shareholder vote12
  2. Sep 16, 20268-K Entered a material agreement; Unregistered sale of shares13
  3. Sep 15, 20268-K Entered a material agreement14
  4. Sep 14, 20268-K Entered a material agreement; Unregistered sale of shares; Other events15
  5. Sep 8, 20268-K Entered a material agreement16
  6. Sep 1, 20268-K Other events17
  7. Aug 18, 20268-K Entered a material agreement; Unregistered sale of shares18
  8. Aug 12, 20268-K Regulation FD disclosure19
  9. Jul 27, 20268-K Other events20
  10. Jul 22, 20268-K Entered a material agreement; Unregistered sale of shares21
  11. Jul 8, 20268-K Entered a material agreement; Unregistered sale of shares22
  12. Jun 17, 20268-K Ended a material agreement23

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.08) a share, on Nov 14, 2025.24

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

192 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 48 major events, 21 insider forms, 9 large holders, 1 private raises, 106 other. The latest 20:

  1. Oct 15, 2026S-4MEF REGISTRATION STATEMENT EDGAR
  2. Oct 13, 2026PRE 14A EDGAR
  3. Oct 6, 20268-K CURRENT REPORT EDGAR
  4. Sep 30, 2026SCHEDULE 13G/A EDGAR
  5. Sep 24, 2026425 EDGAR
  6. Sep 23, 20264 EDGAR
  7. Sep 23, 2026424B3 EDGAR
  8. Sep 22, 2026EFFECT EDGAR
  9. Sep 21, 2026EFFECT EDGAR
  10. Sep 16, 20268-K CURRENT REPORT EDGAR
  11. Sep 15, 2026SCHEDULE 13D EDGAR
  12. Sep 15, 20264 PRIMARY DOCUMENT EDGAR
  13. Sep 15, 20268-K EDGAR
  14. Sep 15, 2026S-3 EDGAR
  15. Sep 15, 2026425 EDGAR
  16. Sep 14, 2026RW EDGAR
  17. Sep 14, 2026424B3 PROSPECTUS SUPPLEMENT EDGAR
  18. Sep 14, 2026DEFA14A CURRENT REPORT EDGAR
  19. Sep 14, 2026425 CURRENT REPORT EDGAR
  20. Sep 14, 20268-K CURRENT REPORT EDGAR

The 192 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

9 open-market trades by officers, directors and large owners since October 2021: 0 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 15, 2026SOULE RANDY10% ownerSale5,000,000$0.41$2.0MForm 4
Apr 30, 2026SOULE RANDY10% ownerSale9,000,000$0.34$3.1MForm 4
Mar 12, 2026SOULE RANDY10% ownerSale1,261,830$0.52$656.2KForm 4
Feb 25, 2026SOULE RANDY10% ownerSale2,000,000$0.12$240.0KForm 4
Jan 14, 2026SOULE RANDY10% ownerSale561,363$0.15$84.2KForm 4
Jan 13, 2026SOULE RANDY10% ownerSale1,000,000$0.17$166.0KForm 4
Jan 12, 2026SOULE RANDY10% ownerSale473,000$0.16$75.0KForm 4
Jan 9, 2026SOULE RANDY10% ownerSale600,000$0.16$96.0KForm 4
Jan 8, 2026SOULE RANDY10% ownerSale200,000$0.17$34.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jan 26, 2026Raised $700,000 in a private offering of equity Form D: $10 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 54. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC4,491,207$2.0M0.0%+3,100,072
Geode Capital Management, LLC747,648$330.4K0.0%−1,368,585
UBS Group AG742,464$327.4K0.0%−708,145
State Street Corp673,450$297.3K0.0%−297,298
BlackRock, Inc.467,901$206.5K0.0%−1,950,630
Morgan Stanley396,511$175.0K0.0%+372,812
LPL Financial LLC352,416$155.6K0.0%New
Jane Street Group, LLC332,051$146.6K0.0%−542,411
Goldman Sachs Group Inc313,961$138.6K0.0%−34,686
J. Derek Lewis & Associates Inc.250,000$110.3K0.0%+5,060
Wellington Management Group Llp201,171$88.8K0.0%+37,476
Susquehanna International Group, Llp195,188$86.2K0.0%+179,419
Hsbc Holdings PLC128,739$54.4K0.0%New
Tudor Investment Corp Et Al115,942$51.2K0.0%New
Larson Financial Group LLC115,000$50.8K0.0%New
Callan Family Office, LLC109,728$48.4K0.0%−34,068
Bank Of America Corp /de/87,703$38.7K0.0%+41,724
Vanguard Fiduciary Trust Co86,120$38.0K0.0%−603,854
Barclays PLC84,081$37.1K0.0%+68,657
Two Sigma Securities, LLC68,100$30.1K0.0%New
Fmr LLC55,942$24.7K0.0%+6,492
Vanguard Personalized Indexing Management, LLC53,214$23.5K0.0%New
Apollon Wealth Management, LLC43,835$19.3K0.0%New
Balyasny Asset Management L.P.32,252$14.2K0.0%New
Abel Hall, LLC32,186$14.2K0.0%+4,764

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How XCF Global, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARXCF Global, Inc.1
  • CIK0002019793
  • Employer ID (EIN)33-45822643
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)2860 Industrial Organic Chemicals1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address3040 Post Oak Blvd., Floor 18 Suite 164, Houston, TX 770561
  • Phone408-332-22641
  • Shares outstanding410,816,896 as of Aug 14, 20266
  • Public float$95.5M as of Jun 30, 20253
  • AuditorGRANT THORNTON LLP, Dallas, Texas PCAOB ID 248; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceApr 29, 20241
  • Filings192 in all: 8-K (46), 425 (28), 424B3 (22), 4 (11), 3 (10), CORRESP (7), EFFECT (7), S-4/A (6)1
    All 37 form types

    10-Q (5), UPLOAD (4), NT 10-Q (3), RW (3), S-1 (3), SCHEDULE 13D (3), SCHEDULE 13D/A (3), 8-K/A (2), DEFA14A (2), DEL AM (2), PRE 14A (2), S-1/A (2), S-3 (2), S-4 (2), SCHEDULE 13G/A (2), SEC STAFF LETTER (2), 10-K (1), 10-K/A (1), 8-A12B (1), CERT (1), D (1), DEF 14A (1), DRS (1), DRSLTR (1), POS AM (1), RW WD (1), S-4MEF (1), SCHEDULE 13G (1), SP 15D2 (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 17, 2026
    Proxy statement (DEF 14A) Feb 10, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareSAFXNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks XCF Global, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 73 risks under these headings, as written.3

  • Risks Related to the Helena ELOC
  • It is not possible to predict the actual number shares of our common stock, if any, we will sell under the ELOC Agreement to Helena or the gross proceeds we will receive from such sales.
  • The sale and issuance of our common stock to Helena will cause dilution to our existing securityholders, and the resale of our common stock acquired by Helena, or the perception that such resales may occur, could cause the price of our common stock to decrease.
  • We have broad discretion in the use of the net proceeds we receive from the sale of shares to Helena and may not use them effectively.
  • Risks Relating to Our Operations, Business and Industry
  • We have not obtained sufficient funding to execute our business plan and will need to raise substantial additional funding to meet our financial obligations and fund our operations and business plan; we cannot assure you that such funding will be available to us on acceptable terms, or at all. In addition, we have identified conditions that raise substantial doubt about our ability to continue as a going concern.
  • We currently plan to construct additional renewable fuels production and/or SAF-related infrastructure facilities in Nevada, Florida and North Carolina. If construction of additional production facilities is delayed or any of the production facilities do not perform as we expect once construction has been completed and commercial production has begun, our business and prospects will suffer.
  • Our management team does not have experience in the construction of SAF production facilities and has only limited experience in the operation of a renewable fuels business, and will depend on services provided by professional and skilled service providers and others in the renewable space.
  • Our LOIs and MOUs may not result in definitive agreements, commercial projects, or revenue.
  • Our financial results are largely affected by the relationship, or margin, between the prices at which we sell renewable diesel and SAF and the prices of feedstocks used in manufacturing renewable diesel and SAF.
  • Our revenues and financial results will be largely affected by the prices at which we sell SAF, and volatility in the market price for SAF could have a material adverse effect on our financial condition and results of operations.
  • The price of our SAF product relative to the price of petroleum-based conventional jet aviation fuel may affect our revenues and profitability.
The other 63 risks
  • If the availability of the feedstocks that will be used in our renewable diesel and SAF production declines or competition for those feedstocks increases, we may experience delayed or reduced production or be required to attempt to raise the prices of our renewable diesel and SAF product, either of which could reduce the demand for our renewable diesel and SAF products and our revenues.
  • We are currently dependent on one counterparty for all of our feedstock requirements and for the purchase of all of the renewable diesel and SAF we produce. Although we are pursuing feedstock supply and offtake arrangements with other counterparties to ensure that we have both adequate sources of feedstock and buyers for the renewable diesel and SAF we produce, if we are unable to enter into additional feedstock supply and offtake agreements, we may not achieve our expected revenue targets and our results of operations and financial condition could be materially and adversely affected.
  • We currently utilize a domestic feedstock sourcing strategy, relying on low carbon triglyceride feedstocks (such as distillers corn oil and soybean oil) to produce SAF, renewable diesel, and renewable naphtha at its New Rise Reno facility.
  • Our SAF production process depends, in part, on technology that is licensed to us. We do not control this technology, and any loss of our rights to use this technology would adversely affect our ability to produce SAF.
  • Our revenues and financial results will depend on the continued adoption and use of SAF by airlines.
  • If SAF turns out to be incompatible with or ineffective for existing aircraft, then demand for SAF could be reduced.
  • We will be required to expend significant amounts for capital outlays and operating expenditures to operate our facilities. If we are unable to complete capital projects at their expected costs or in a timely manner, or if the market conditions assumed in our project economics deteriorate, our financial condition, results of operations, or cash flows could be materially and adversely affected.
  • Our failure to accurately forecast demand for our SAF product could result in unexpected shortfalls or surpluses that could negatively affect our results of operations.
  • Competitiveness of our SAF product for aviation fuel use benefits in part from government economic incentives for renewable energy projects or other related policies that could change.
  • Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, other energy industry participants, and activists could adversely affect our business, financial condition and results of operations.
  • Attitudes toward SAF from airlines, governments, non-governmental organizations and others could reduce the demand for SAF.
  • The construction of new production facilities and converting existing production facilities to produce SAF can take significant time to complete and expose us to a variety of risks that may negatively affect our business, results of operations and anticipated returns on those projects.
  • We continue to rely on the knowledge and involvement of several of our largest shareholders, and any lack of cooperation or failure to perform on their part could adversely affect our operations and strategic flexibility.
  • If we choose to produce renewable fuels other than, or in addition to, SAF, we may not achieve the financial results we anticipate achieving through producing and selling only SAF.
  • We compete in an industry characterized by rapidly advancing technologies and increasing competition, and our failure to successfully compete with other companies in our industry may have a material adverse effect on our business, financial condition and results of operations and market share.
  • Our financial results could vary significantly from quarter to quarter and are difficult to predict.
  • Economic conditions and trends in the business cycles of the airline industry will impact our business and operating results.
  • Unanticipated problems at, or downtime impacting our facilities could have a material adverse effect on our results of operations.
  • Unanticipated problems or delays in building new production facilities or upgrading existing facilities that we acquire to the proper specifications may harm our business and viability.
  • Improvements in or new discoveries of alternative energy products or production technologies and/or government mandated use of such products or technologies, could have a material adverse effect on our financial condition and results of operations.
  • We may be subject to citizen opposition and negative publicity due to public concerns over our operations and planned future operations, which could have a material adverse effect on our business, financial condition or results of operations.
  • Our insurance policies do not cover all losses, costs or liabilities that we may experience and if we cannot maintain adequate insurance coverage, we will be unable to continue certain operations.
  • The litigation environment in which we operate poses a significant risk to our businesses.
  • Our information technology systems and the information technology systems of our service providers could suffer interruptions, failures or breaches and our business operations could be disrupted, adversely affecting results of operations and our reputation.
  • Competitors that produce part or all of their own supply of feedstocks may have a competitive advantage over us.
  • Our growth strategy includes pursuing acquisitions of existing facilities, and our potential inability to successfully integrate new and acquired facilities may adversely affect our financial results.
  • We may not successfully identify and complete acquisitions on favorable terms or achieve anticipated synergies relating to any acquisitions, and such acquisitions could result in unforeseen operating difficulties and expenditures and require significant management resources.
  • Our ability to construct additional production facilities and acquire existing facilities may be adversely impacted by our outstanding indebtedness and by the price of our stock.
  • Our acquisitions may expose us to unknown liabilities.
  • We expect to need to raise additional capital in the future to support our operations, complete acquisitions and grow our business and our ability to obtain the necessary funding is uncertain.
  • Certain significant stockholders of the Company are involved in litigation which could make it more difficult for the Company to obtain additional funding.
  • Uncertainty and illiquidity in the capital markets may impair our ability to obtain equity or debt financing.
  • We have substantial indebtedness and expect that at least part of our future financing needs will involve incurring additional indebtedness, which could adversely affect our financial flexibility and our competitive position.
  • We are in default under certain unsecured loan agreements due to the non-payment of scheduled principal and/or interest amounts. Although the holder has not yet exercised its rights, it could call the note or take other action at any time, which, in addition to penalty interest rates and fees, could have a negative impact on our financial flexibility, access to future financing, and the Company’s credit profile and relationships with vendors.
  • If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.
  • If we are unable to manage our growth and expand our operations successfully, our reputation may be damaged and our business and results of operations may be harmed.
  • The Company’s international growth strategy includes amongst other things licensing its proprietary modular facility design and intellectual property to third parties.
  • If we are unable to protect our intellectual property rights, or if others use our technology without authorization, our competitive position could be materially harmed.
  • We may be negatively impacted by inflation.
  • Declines in our anticipated profitability could result in the impairment of our assets.
  • Risks Related to Operating as a Public Company
  • Our only material assets are our direct and indirect interests in Legacy XCF and its subsidiaries, and we are accordingly dependent upon distributions from Legacy XCF and its subsidiaries to pay dividends and taxes and other expenses.
  • Our management team has limited experience managing a public company.
  • We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.
  • Legacy XCF has identified material weaknesses in its internal control over financial reporting. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting , we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the market price of our Class A common stock.
  • Our business and operations could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of our business and growth strategy and adversely impact our stock price.
  • Risks Related to Ownership of Our Common Stock
  • The price of our securities may be volatile and you could lose all or part of your investment as a result.
  • An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
  • We may fail to meet our publicly announced guidance or other expectations about our business, which could cause the market price of our securities to decline.
  • If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, our share price and trading volume could decline.
  • We do not intend to pay cash dividends for the foreseeable future.
  • We qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.
  • Future resales of our Class A common stock may cause the market price of our securities to drop significantly.
  • Our directors, executive officers and principal stockholders have substantial control over us, which could limit other stockholders’ ability to influence the outcome of corporate matters and key transactions, including a change of control.
  • We may issue additional shares of our Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
  • Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws contain certain provisions, including anti-takeover provisions, which limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • The Company’s failure to meet Nasdaq’s continued listing requirements could result in a delisting of its shares.
  • Risks Related to the Proposed Transaction
  • The Term Sheet for the Proposed Transaction with EEME, Southern and DEVS is subject to the finalization of a mutually agreeable merger structure and definitive transaction documents. If a merger structure is not agreed upon or definitive transaction documents are not executed, the Proposed Transaction may be delayed or may not be completed and the applicable Term Sheet may be terminated in accordance with its terms.
  • Litigation relating to the Proposed Transaction, if any, could delay or prevent the completion of the Proposed Transaction and result in substantial costs to the Company.
  • Failure to complete the Proposed Transaction could negatively impact the Company.
  • The Proposed Transaction, regardless of whether it is completed, will continue to divert resources from ordinary operations, which could adversely affect the Company’s business.
  • The Company has incurred and expects to continue to incur significant costs related to the Proposed Transaction.
  • Uncertainties associated with the Proposed Transaction could negatively impact the Company’s ability to attract, motivate and retain management personnel and other key employees.

Legal proceedings

We have been involved in various claims and legal actions that arose in the ordinary course of business and were not material to our operations or financial results, and in the future we may be a party to various claims and routine litigation arising in the ordinary course of business. See legal proceeding discussion above under Item I. Business..

The opening of Item 3, Legal Proceedings.3

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
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