BCG on Nasdaq
Binah Capital Group, Inc.
Binah Capital Group, Inc. is a finance services company based in New York, listed on Nasdaq (BCG).1
Price unavailable
Last updated Oct 21, 2026.
Overview
Compare with Gemini Space Station, Inc., American Bitcoin or TeraWulf, or pick any stock.
- TickerBCG on Nasdaq1
- IndustryFinance Services1
- HeadquartersNew York, New York1
- Business address17 Battery Place, Room 625, New York, Ny 100042
- Filer categoryNon-accelerated filer, Smaller reporting company2
See how the biggest companies compare on our leaderboards
Binah Capital Group, Inc. is a Delaware corporation with its corporate headquarters located at 80 State Street, Albany, NY 12207, telephone number (212) 404-7002, Internet website address www.binahcap.com. Our Internet website and content contained therein or connected thereto are not intended to incorporate into this Annual Report. References to “Binah,” the “Company,” “we,” “our” and “us” and similar terms mean Binah Capital Group, Inc. and its subsidiaries following the completion of the Business Combination (as defined below), unless the context otherwise requires.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
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Variable Annuities and Other Insurance Commissions brought in 59% of the revenue Binah Capital Group, Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Variable Annuities and Other Insurance Commissions | $100.4M | $106.8M |
| Advisory Fees | $24.9M | $28.6M |
| Mutual Fund Commissions | $21.1M | $24.0M |
| Securities Commissions | $11.8M | $11.8M |
| Alternative Investments | $6.1M | $10.7M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Other costs99¢$179.7M
- Profit1¢$2.3M
Out of $182.0M in revenue.4
Where each dollar of operating cash went, fiscal 2025
- Capital spending1¢$61.0K
- Kept or used elsewhere99¢$5.1M
Out of $5.2M of cash from operations.4
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Commissions | $153.4M | $139.5M |
| Advisory fees | $28.6M | $24.9M |
| Total Revenue from Contracts with Customers | $182.0M | $164.4M |
| Interest and other income | $5.1M | $4.5M |
| Total revenues | $187.1M | $168.9M |
| Commissions and fees | $149.3M | $135.3M |
| Employee compensation and benefits | $18.9M | $15.5M |
| Rent and occupancy | $1.1M | $1.1M |
| Professional fees | $2.3M | $7.0M |
| Technology fees | $3.0M | $1.3M |
| Interest | $2.1M | $4.0M |
| Depreciation and amortization | $697.0K | $1.0M |
| Other | $7.2M | $6.8M |
| Total expenses | $184.5M | $172.1M |
| Income (loss) before provision for income taxes | $2.6M | -$3.1M |
| Provision for income taxes | $303.0K | $1.4M |
| Net income (loss) | $2.3M | -$4.6M |
| Net income attributable to Legacy Wentworth Management Services LLC members | $730.0K | |
| Net income (loss) attributable to Binah Capital Group, Inc. | $2.3M | -$5.3M |
| Net income (loss) per share basic (in dollars per share) | $0.05 | -$0.39 |
| Net income (loss) per share diluted (in dollars per share) | $0.04 | -$0.39 |
| Weighted average shares outstanding: basic (in shares) | 16.7M shares | 16.6M shares |
| Weighted average shares outstanding: diluted (in shares) | 17.0M shares | 16.6M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash, cash equivalents and restricted cash | $10.7M | $8.5M | |
| Commission receivable | $10.4M | $9.2M | |
| Due from clearing broker | $707.0K | $873.0K | |
| Other | $1.3M | $938.0K | |
| Property and equipment, net | $342.0K | $599.0K | |
| Right of use assets | $3.1M | $3.7M | |
| Intangible assets, net | $671.0K | $1.0M | |
| Goodwill | $39.8M | $39.8M | |
| Other assets | $3.1M | $2.0M | |
| TOTAL ASSETS | $70.2M | $66.7M | |
| Accounts payable, accrued expenses and other liabilities | $13.1M | $10.2M | |
| Commissions payable | $12.6M | $11.5M | |
| Operating lease liabilities | $3.2M | $3.8M | |
| Notes payable, net of unamortized debt issuance costs of $590 and $739 as of December 31, 2025 and December 31, 2024, respectively | $17.7M | $19.6M | |
| Promissory notes-affiliates | $5.3M | $5.4M | |
| TOTAL LIABILITIES | $51.9M | $50.5M | |
| Common stock, $0.0001 par value, 55,000,000 authorized, 16,716,000 and 16,602,460 issued and outstanding at December 31, 2025 and December 31, 2024, respectively | $0 | $0 | |
| Additional paid-in-capital | $23.7M | $23.0M | |
| Accumulated deficit | -$22.5M | -$23.3M | |
| Accumulated other comprehensive (loss) | -$114.0K | $0 | |
| Total Stockholders' Equity and Mezzanine Equity | $18.3M | $16.2M | $5.1M |
| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | $70.2M | $66.7M | |
| Unamortized debt issuance costs | $590.0K | $739.0K | |
| Common stock par value | $0.00 | $0.00 | |
| Common stock shares authorized | 55.0M shares | 55.0M shares | |
| Common stock shares issued | 16.7M shares | 16.6M shares | |
| Common stock shares outstanding | 16.7M shares | 16.6M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash, cash equivalents and restricted cash | $10.7M | $8.5M | |
| Commission receivable | $10.4M | $9.2M | |
| Due from clearing broker | $707.0K | $873.0K | |
| Other | $1.3M | $938.0K | |
| Property and equipment, net | $342.0K | $599.0K | |
| Right of use assets | $3.1M | $3.7M | |
| Intangible assets, net | $671.0K | $1.0M | |
| Goodwill | $39.8M | $39.8M | |
| Other assets | $3.1M | $2.0M | |
| TOTAL ASSETS | $70.2M | $66.7M | |
| Accounts payable, accrued expenses and other liabilities | $13.1M | $10.2M | |
| Commissions payable | $12.6M | $11.5M | |
| Operating lease liabilities | $3.2M | $3.8M | |
| Notes payable, net of unamortized debt issuance costs of $590 and $739 as of December 31, 2025 and December 31, 2024, respectively | $17.7M | $19.6M | |
| Promissory notes-affiliates | $5.3M | $5.4M | |
| TOTAL LIABILITIES | $51.9M | $50.5M | |
| Common stock, $0.0001 par value, 55,000,000 authorized, 16,716,000 and 16,602,460 issued and outstanding at December 31, 2025 and December 31, 2024, respectively | $0 | $0 | |
| Additional paid-in-capital | $23.7M | $23.0M | |
| Accumulated deficit | -$22.5M | -$23.3M | |
| Accumulated other comprehensive (loss) | -$114.0K | $0 | |
| Total Stockholders' Equity and Mezzanine Equity | $18.3M | $16.2M | $5.1M |
| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | $70.2M | $66.7M | |
| Unamortized debt issuance costs | $590.0K | $739.0K | |
| Common stock par value | $0.00 | $0.00 | |
| Common stock shares authorized | 55.0M shares | 55.0M shares | |
| Common stock shares issued | 16.7M shares | 16.6M shares | |
| Common stock shares outstanding | 16.7M shares | 16.6M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income (loss) | $2.3M | -$4.6M |
| Depreciation and amortization | $697.0K | $1.0M |
| Deferred income taxes | -$907.0K | $607.0K |
| Amortization of debt issuance costs | $148.0K | $645.0K |
| Non-cash lease expense | $633.0K | $602.0K |
| Change in allowance for credit losses | $468.0K | |
| Share-based compensation | $725.0K | |
| Due from clearing broker | $166.0K | -$242.0K |
| Commissions receivable | -$1.2M | -$978.0K |
| Other receivables | -$323.0K | $181.0K |
| Other assets | -$263.0K | $98.0K |
| Accounts payable and accrued expenses | $2.6M | $1.0M |
| Commissions payable | $1.2M | $792.0K |
| Operating lease liabilities | -$599.0K | -$561.0K |
| Net Cash Provided By (Used In) Operating Activities | $5.2M | -$617.0K |
| Purchases of property and equipment | -$61.0K | -$85.0K |
| Net Cash Used In Investing Activities | -$61.0K | -$85.0K |
| Borrowings under note payable | $20.3M | |
| Payment of debt issuance costs | -$739.0K | |
| Repayment - notes payable | -$2.0M | -$21.5M |
| Repayment of promissory notes-affiliates | -$3.4M | |
| Repayment of borrowings from members | -$903.0K | |
| Net payment for reverse merger and recapitalization | -$7.9M | |
| Proceeds from Series A redeemable convertible preferred stock issuance | $14.4M | |
| Proceeds from Series B convertible stock issurance | $1.5M | |
| Dividend Series A - redeemable convertible preferred stock | -$724.0K | -$547.0K |
| Dividend Series B - redeemable convertible preferred stock | -$106.0K | |
| Proceeds from exercise of warrants | $416.0K | |
| Distribution of capital | -$85.0K | |
| Net Cash (Used In) Provided By Financing Activities | -$2.9M | $1.6M |
| Net Change in Cash, Cash Equivalents and Restricted Cash | $2.2M | $865.0K |
| Interest | $1.6M | $2.6M |
| Income taxes | $469.0K | $271.0K |
| Dividend paid in kind | $721.0K | $547.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Binah Capital Group, Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Binah Capital Group, Inc.
- Wentworth Funding, LLC Filed SCHEDULE 13G/A on Binah Capital Group, Inc., latest Jul 20, 2026 (4 filings since Jun 18, 2024)
- Alta Partners LLC Filed SCHEDULE 13G on Binah Capital Group, Inc., latest Nov 21, 2025
- Binah Capital Group, Inc. New York, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Binah Capital Group, 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
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $3.7M4 Dec 31, 2025 | $3.7M4 Dec 31, 2024 | +1.7% |
| Accumulated depreciation | $3.4M4 Dec 31, 2025 | $3.1M4 Dec 31, 2024 | +10.4% |
| Property and equipment, net | $342.0K4 Dec 31, 2025 | $599.0K4 Dec 31, 2024 | −42.9% |
| Operating-lease assets (leased space) | $3.1M4 Dec 31, 2025 | $3.7M4 Dec 31, 2024 | −17.0% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $39.8M4 Dec 31, 2025 | $39.8M4 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $671.0K4 Dec 31, 2025 | $1.0M4 Dec 31, 2024 | −34.3% |
| Finite-lived intangibles, gross | $5.1M5 Dec 31, 2024 | $7.3M5 Dec 31, 2023 | −30.1% |
| Accumulated amortization | $4.1M5 Dec 31, 2024 | $5.7M5 Dec 31, 2023 | −28.7% |
| Finite-lived intangibles, net | $671.0K4 Dec 31, 2025 | $1.0M5 Dec 31, 2024 | −34.3% |
Properties, in its own words
We maintain our executive offices at 80 State Street, Albany, NY 12207.
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led Binah Capital Group, Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerCraig Gould Mar 20, 2024 to now8
- Chief financial officerDavid M. Shane Apr 9, 2024 to now9
Board members and other officers (4)
- Board memberCraig Gould Mar 20, 2024 to now8
- Board memberDaniel Hynes Apr 9, 2024 to now10
- Board memberDavid M. Shane Apr 9, 2024 to now9
- Board memberJoel E. Marks Apr 9, 2024 to now11
Timeline
- Aug 20, 20268-K Regulation FD disclosure12
- Aug 14, 20268-K Results of operations13
- Jun 15, 20268-K Shareholder vote14
- May 15, 20268-K Results of operations15
- Mar 31, 20268-K Results of operations16
- Feb 27, 20268-K Change to shareholders' rights; Executive or director change; Bylaws or fiscal year changed17
- Dec 1, 20258-K Regulation FD disclosure18
- Nov 13, 20258-K Results of operations19
- Aug 14, 20258-K Results of operations20
- Jul 7, 20258-K Executive or director change21
- Jun 27, 20258-K Shareholder vote22
- May 15, 20258-K Results of operations23
- Mar 20, 2024New chief executive Craig Gould becomes CEO8
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/202624
When it reported results
- Aug 14, 2026Reported quarterly or annual results13
- May 15, 2026Reported quarterly or annual results15
- Mar 31, 2026Reported quarterly or annual results16
- Nov 13, 2025Reported quarterly or annual results19
- Aug 14, 2025Reported quarterly or annual results20
- May 15, 2025Reported quarterly or annual results23
- Mar 31, 2025Reported quarterly or annual results25
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
102 filings to the SEC since October 2021: 3 annual reports, 8 quarterly reports, 20 major events, 18 insider forms, 5 large holders, 48 other. The latest 20:
- Sep 9, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 20, 20268-K EDGAR
- Aug 17, 2026S-8 EDGAR
- Aug 14, 20268-K EDGAR
- Aug 13, 202610-Q EDGAR
- Jul 20, 2026SCHEDULE 13G/A EDGAR
- Jun 15, 20268-K EDGAR
- May 20, 20264 EDGAR
- May 20, 20264 OWNERSHIP DOCUMENT EDGAR
- May 15, 20268-K EDGAR
- May 15, 202610-Q EDGAR
- Apr 30, 2026ARS EDGAR
- Apr 30, 2026DEF 14A EDGAR
- Apr 2, 2026S-8 EDGAR
- Mar 31, 202610-K EDGAR
- Mar 31, 20268-K EDGAR
- Feb 27, 20264 PRIMARY DOCUMENT EDGAR
- Feb 27, 20268-K EDGAR
- Dec 1, 20258-K EDGAR
- Nov 21, 2025SCHEDULE 13G EDGAR
The 102 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
4 open-market trades by officers, directors and large owners since October 2021: 4 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 4, 2026 | Gould CraigChief Executive Officer | Buy | 3,000 | $1.30 | $3.9K | Form 4 |
| May 19, 2026 | Shane David M.Chief Financial Officer | Buy | 3,000 | $1.66 | $5.0K | Form 4 |
| May 19, 2026 | Gould CraigChief Executive Officer | Buy | 3,000 | $1.68 | $5.0K | Form 4 |
| Nov 17, 2025 | Gould CraigChief Executive Officer | Buy | 5,000 | $1.55 | $7.8K | Form 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.
- Wentworth Funding, LLCSCHEDULE 13G/A, 4 filings Jun 18, 2024 to Jul 20, 202626
- Alta Partners LLCSCHEDULE 13G, 1 filing Nov 21, 202527
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Craig Gould Chief Executive Officer | 56 | $600.0K | $2.7M28 |
| 2025 | David Shane Chief Financial Officer | 60 | $400.0K | $916.6K28 |
| 2025 | Katherine Flouton President | $400.0K | $461.7K28 | |
| 2024 | Craig Gould Chief Executive Officer | 56 | $412.5K | $790.7K28 |
| 2024 | David Shane Chief Financial Officer | 60 | $77.1K | $427.1K28 |
| 2024 | Katherine Flouton President | $400.0K | $412.0K28 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Vanguard Capital Management LLC | 123,958 | $190.9K | 0.0% | No change |
| Geode Capital Management, LLC | 39,426 | $60.7K | 0.0% | +3,267 |
| GRIMES & Co WEALTH MANAGEMENT, LLC | 33,482 | $51.6K | 0.0% | No change |
| Citadel Advisors LLC | 32,395 | $49.9K | 0.0% | New |
| State Street Corp | 25,100 | $38.7K | 0.0% | No change |
| Vanguard Fiduciary Trust Co | 22,003 | $33.9K | 0.0% | No change |
| Keystone Wealth Services, LLC | 21,200 | $32.6K | 0.0% | New |
| BlackRock, Inc. | 13,294 | $20.5K | 0.0% | +1,406 |
| UBS Group AG | 11,764 | $18.1K | 0.0% | −3,678 |
| Citigroup Inc | 6,700 | $10.3K | 0.0% | New |
| Tower Research Capital LLC (TRC) | 4,271 | $6.6K | 0.0% | +2,974 |
| Farther Finance Advisors, LLC | 500 | $770 | 0.0% | No change |
| Caitong International Asset Management Co., Ltd | 1 | $2 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Binah Capital Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBinah Capital Group, Inc.1
- CIK0001953984
- Employer ID (EIN)88-32766893
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)6199 Finance Services1
- SEC reviewing officeOffice of Finance, Division of Corporation Finance1
- Business address17 Battery Place, Room 625, New York, NY 100041
- Phone(212) 404-70021
- Shares outstanding17,060,131 as of Aug 13, 20267
- Public float$34.2M as of Jun 30, 20253
- AuditorFGMK LLC, Chicago, Illinois PCAOB ID 3968; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceDec 23, 20221
- Filings102 in all: 8-K (18), 4 (12), CORRESP (9), 10-Q (8), S-4/A (7), UPLOAD (7), 3 (6), 10-K (3)1
All 27 form types
424B3 (3), EFFECT (3), S-8 (3), SCHEDULE 13G/A (3), 425 (2), 8-K/A (2), ARS (2), DEF 14A (2), NT 10-Q (2), 424B7 (1), 8-A12B (1), CERT (1), NT 10-K (1), POS AM (1), S-1 (1), S-1/A (1), S-4 (1), SC 13G (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Apr 30, 2026
Latest 8-K (8-K) Aug 20, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001per share | BCG | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | BCGWW | The Nasdaq Stock Market LLC |
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 Binah Capital Group, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 38 risks under these headings, as written.3
- Business and Industry Risks
- Regulatory and Compliance Risks
- Data Privacy and Cybersecurity Risks
- Public Company and Securities Market Risks
- Risks Related to Our Business and Industry
- Several risks are inherent in the independent broker-dealer business model.
- Misconduct by our advisors, who operate in a decentralized environment, is difficult to detect and deter and could harm our business, reputation, results of operations or financial condition.
- Poor performance of the investment products and services recommended or sold to our clients or competitive pressures on pricing of such products and services may have a material adverse effect on our business.
- Maintaining and enhancing our brand and reputation is critical to our growth, and if we are unable to maintain and enhance our brand, our business, results of operations and financial condition could be adversely affected.
- Our subsidiaries are broker-dealers registered with the SEC and members of FINRA, and therefore are subject to extensive regulation and scrutiny.
- Our subsidiaries are subject to net capital and other regulatory capital requirements; failure to comply with these rules could harm our business.
- It is possible that FINRA will require changes to our business practices based on the ownership of our subsidiaries, which could impose additional costs or disrupt our business.
The other 31 risks
- We rely on clearing brokers and the termination of our clearing agreements could disrupt our business.
- Our business may be harmed by global events beyond our control, including overall slowdowns in securities trading.
- We are currently operating in a period of economic uncertainty and geopolitical instability. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from military conflicts or any other geopolitical tensions.
- We may require additional capital to grow our business, which may not be available on terms acceptable to us or at all.
- We rely on the experience and expertise of our senior management team, key technical employees, and other highly skilled personnel.
- Legal, Regulatory or Compliance Risks
- Legislative, judicial, or regulatory changes to the classification of independent contractors could increase our operating expenses.
- We collect, process, store, share, disclose and use customer information and other data, and our actual or perceived failure to protect such information and data, respect customers’ privacy or comply with data privacy and security laws and regulations could damage our reputation and brand and harm our business and operating results.
- Regulators may limit our ability to expand or implement and/or may eliminate or restrict the confidentiality of our proprietary technology, which could have a material adverse effect on our financial condition and results of operations.
- Litigation and legal proceedings filed by or against us and our subsidiaries could have a material adverse effect on our business, results of operations and financial condition.
- Our insurance coverage may be expensive, and losses we incur may exceed the limits of our insurance coverage, or may not be covered at all.
- We may be subject to certain industry regulations, including the Truth-in-Lending Act.
- Changes in applicable tax laws, regulations or administrative interpretations thereof may materially adversely affect our financial condition, results of operations and cash flows.
- Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.
- Risks Relating to Cybersecurity and Technology
- Security incidents or real or perceived errors, failures or bugs in our systems or our website could impair our operations, result in loss of personal customer information, damage our reputation, and brand, and harm our business and operating results.
- We may be unable to prevent or address the misappropriation of our data.
- Risks Related to Being a Public Company
- The market price and trading volume of our common stock and warrants may be highly volatile and could decline significantly.
- Our management team has limited experience managing a public company.
- If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.
- As a public company, we will become subject to additional laws, regulations, and stock exchange listing standards, which will impose additional costs on us and may strain our resources and divert our management’s attention.
- Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware, or the federal district courts within the State of Delaware if the Court of Chancery does not have jurisdiction, will be the exclusive forum 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. These exclusive-forum provisions do not apply to claims under the Securities Act or the Exchange Act.
- A significant portion of our total outstanding shares of our common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
- Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.
- Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes- Oxley Act could have a material adverse effect on our business and stock price.
- We are a “smaller reporting company” and the reduced public company reporting and disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
- The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.
- We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our debt service and other obligations.
- Our ability to raise capital in the future may be limited.
- The forecasts of market growth and other projections included in this proxy statement/prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you that our business will grow at a similar rate, if at all.
- Our business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact its stock price.
- We may amend the terms of the warrants in a manner that may be adverse to holders of our warrants with the approval by the holders of at least 50% of the then outstanding warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased, all without a warrant holder’s approval.
- Your unexpired Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.
Legal proceedings
We may be party to various claims and legal proceedings from time to time. We are not subject to any pending material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their capacity as such.
From time to time, we have been subjected to and are currently subject to legal and regulatory proceedings arising out of our business operations, including lawsuits, arbitration claims and inquiries, investigations and enforcement proceedings initiated by the SEC, FINRA and state securities regulators, as well as other actions and claims.
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.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8SEC EDGARCraig Gould, Chief executive officer
- 9
- 10SEC EDGARDaniel Hynes, Board member
- 11SEC EDGARJoel E. Marks, Board member
- 12SEC EDGARRegulation FD disclosure
- 13SEC EDGARResults of operations
- 14SEC EDGARShareholder vote
- 15SEC EDGARResults of operations
- 16SEC EDGARResults of operations
- 17
- 18SEC EDGARRegulation FD disclosure
- 19SEC EDGARResults of operations
- 20SEC EDGARResults of operations
- 21SEC EDGARExecutive or director change
- 22SEC EDGARShareholder vote
- 23SEC EDGARResults of operations
- 24NasdaqNasdaq calendar
- 25
- 26
- 27
- 28