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EONR on NYSE

EON Resources Inc.

EON Resources Inc. is an American crude petroleum and natural gas company based in Houston.2 Its shares trade on NYSE under the symbol EONR.2

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Last updated Oct 21, 2026.

Overview

$16.9MRevenue, fiscal 20253
-$7.5MNet income, fiscal 20253

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  • TickerEONR on NYSE2
  • IndustryCrude Petroleum & Natural Gas2
  • HeadquartersHouston, United States2
  • Incorporated inDE4
  • Business address3730 Kirby Drive, Suite 1200, Houston, Tx 770984
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company4
  • Legal formCorporation2
  • LEI254900A4Y0IPOJDRUY392
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O A REGISTERED AGENT, INC., 19901 Dover, United States2
  • Registered withDivision of Corporations, Department of State, 43858662

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“HNR Acquisition Corp” to “EON Resources, Inc.”, effective on September 17, 2024.6 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

-60.6%Operating margin3
-44.1%Net margin3
-12.8%Revenue growth, 20253
-14.1%Return on equity3
0.04×Debt to equity3

What sells

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

Products and services

Crude Oil brought in 98% of the revenue EON Resources Inc. broke down this way in fiscal 2025.

  1. Crude Oil$15.6M798%down 19% from 2024
  2. Natural Gas And Natural Gas Liquids$268.4K72%down 44% from 2024
Products and services by year
Products and services20242025
Crude Oil$19.3M$15.6M
Natural Gas And Natural Gas Liquids$483.5K$268.4K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs83¢$14.1M
  • Income tax17¢$2.8M

Out of $16.9M in revenue.3 The company lost money this year.

Financial statements

Revenue83$16.9M in 2025−52% since 2022
0$10.0M$20.0M$30.0M$40.0M2022: $35.4M$35.4M20222024: $19.4M$19.4M2024−45%2025: $16.9M$16.9M2025−13%
Operating income983-$10.3M in 2025+74356% since 2021
-$20.0M-$10.0M0$10.0M$20.0M2021: -$13.8K-$13.8K20212022: $17.4M$17.4M20222024: -$3.8M-$3.8M20242025: -$10.3M-$10.3M2025+167%
Net income983-$7.5M in 2025+54073% since 2021
-$10.0M0$10.0M$20.0M2021: -$13.8K-$13.8K20212022: $18.3M$18.3M20222024: -$8.1M-$8.1M20242025: -$7.5M-$7.5M2025−8%

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Gain (loss) on derivative instruments, net$663.0K-$850.4K
Other revenue$383.2K$487.1K
Total revenues$16.9M$19.4M
Production taxes, transportation and processing$1.6M$1.7M
Lease operating$10.3M$8.6M
Depletion, depreciation and amortization$6.7M$2.4M
Accretion of asset retirement obligations$46.4K$145.0K
General and administrative$12.1M$10.4M
Total expenses$30.7M$23.3M
Operating income (loss)-$13.8M-$3.8M
Change in fair value of warrant liability-$152.5K-$804.0K
Change in fair value of convertible note liability-$131.7K-$192.7K
Change in fair value of FPA liability$561.1K
Change in fair value of derivative liability-$2.1M
Change in fair value of derivative liability, related party$341.0K-$746.0K
Amortization of debt discount-$1.5M-$2.4M
Interest expense-$4.9M-$7.6M
Interest income$49.7K$58.8K
Gain on extinguishment of liabilities$540.3K$1.6M
Gain/Loss on sale of assets$13.4M
Other Income (expense)$201$37.0K
Total other income (expenses)$5.6M-$9.5M
Loss before income taxes-$8.2M-$13.3M
Income tax (provision) benefit-$1.9M$3.5M
Net income (loss)-$10.1M-$9.8M
Net (income) loss attributable to noncontrolling interests$28.5K$1.7M
Net income (loss) attributable to EON Resources, Inc.-$10.1M-$8.1M
Weighted average share outstanding, common stock - basic (in Shares)31.2M shares6.5M shares
Weighted average share outstanding, common stock - diluted (in Shares)31.2M shares6.5M shares
Net income (loss) per share of common stock basic (in Dollars per share)-$0.32-$1.25
Net income (loss) per share of common stock diluted (in Dollars per share)-$0.32-$1.25

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Corporate structure

EON Resources Inc. sits at the top of its group. 8 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of EON Resources Inc.

  • EON Resources Inc. Houston, Texas, United States
    • EON Energy LLC Subsidiary · Delaware, United States
    • EON Investments LLC Subsidiary · Delaware, United States
    • EON Partner Inc. Subsidiary · Delaware, United States
    • EON Upstream LLC Subsidiary · Delaware, United States
    • LH Operating, LLC Subsidiary · Texas, United States
    • LHO Resources, LLC Subsidiary · Texas, United States
    • Pogo Oil and Gas Operating, Inc. Subsidiary · Texas, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What EON Resources 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
Property and equipment, net$20.0K3 Dec 31, 2025$20.0K3 Dec 31, 20240%
Oil and gas properties$85.5M3 Dec 31, 2025$97.5M3 Dec 31, 2024−12.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$375.0K3 Dec 31, 2025$3.0M14 Dec 31, 2024−87.4%

Properties, in its own words

We currently maintain our executive offices at 3730 Kirby Drive, Suite 1200, Houston, Texas 77098. We recently leased a space at 10810 Old Katy Rd, Katy, TX 77494 just beyond the Houston city limits for our engineering and geological center. The cost for the two spaces combined are approximately $3,000 per month. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Sep 28, 2026.6

Leadership

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

Chief executive

  1. Donald Goree2022

President

  1. Donald W. Orr2022

Chief financial officer

  1. Mitchell Trotter2023–now
2025
Board members and other officers (6)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • EON Energy LLC Delaware5
  • EON Investments LLC Delaware5
  • EON Partner Inc. Delaware5
  • EON Upstream LLC Delaware5
  • LH Operating, LLC Texas5
  • LHO Resources, LLC Texas5
  • Pogo Oil and Gas Operating, Inc. Texas5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • HNR Acquisition Corp.Jan 27, 2021 to Sep 16, 20244

Timeline

  1. Oct 13, 20268-K Earlier financial statements no longer reliable22
  2. Apr 28, 20268-K Results of operations; Regulation FD disclosure23
  3. Apr 22, 20268-K Listing notice or transfer; Regulation FD disclosure24
  4. Feb 27, 20268-K Earlier financial statements no longer reliable25
  5. Jan 27, 20268-K Executive or director change; Regulation FD disclosure26
  6. Jan 21, 20268-K Other events27
  7. Jan 7, 20268-K Executive or director change28
  8. Nov 18, 20258-K Results of operations; Regulation FD disclosure29
  9. Oct 30, 20258-K Shareholder vote30
  10. Sep 24, 20258-K Code of ethics changed31
  11. Sep 19, 20258-K Other events32
  12. Sep 12, 20258-K Entered a material agreement; Unregistered sale of shares; Executive or director change33
  13. Feb 28, 2022New chief executive Donald Goree becomes CEO16
  14. Dec 9, 2020Founded EON Resources Inc. is founded2

Calendar

Coming up

  1. Nov 16, 2026Reports results for the quarter ending Sep/202634

When it reported results

  1. Apr 28, 2026Reported quarterly or annual results23
  2. Nov 18, 2025Reported quarterly or annual results29
  3. Aug 19, 2025Reported quarterly or annual results35
  4. Jul 24, 2025Reported quarterly or annual results36
  5. May 21, 2025Reported quarterly or annual results37
  6. Apr 23, 2025Reported quarterly or annual results38
  7. Apr 22, 2025Reported quarterly or annual results39
  8. Nov 18, 2024Reported quarterly or annual results40

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

Filings

284 filings to the SEC since October 2021: 8 annual reports, 14 quarterly reports, 60 major events, 64 insider forms, 21 large holders, 117 other. The latest 20:

  1. Oct 13, 202610-Q EDGAR
  2. Oct 13, 202610-K/A AMENDMENT NO. 1 TO FORM 10-K EDGAR
  3. Oct 13, 20268-K CURRENT REPORT EDGAR
  4. Sep 28, 202610-K ANNUAL REPORT EDGAR
  5. Aug 17, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  6. May 18, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  7. Apr 28, 20268-K CURRENT REPORT EDGAR
  8. Apr 27, 202610-K/A AMENDMENT NO. 1 TO FORM 10-K EDGAR
  9. Apr 22, 20268-K CURRENT REPORT EDGAR
  10. Apr 1, 2026NT 10-K NOTIFICATION OF LATE FILING EDGAR
  11. Feb 27, 20268-K CURRENT REPORT EDGAR
  12. Feb 18, 20264 EDGAR
  13. Feb 18, 20264 EDGAR
  14. Feb 18, 20264 EDGAR
  15. Feb 18, 20264 EDGAR
  16. Feb 18, 20264 EDGAR
  17. Feb 11, 20263 EDGAR
  18. Jan 27, 20268-K CURRENT REPORT EDGAR
  19. Jan 21, 20268-K CURRENT REPORT EDGAR
  20. Jan 7, 20268-K CURRENT REPORT EDGAR

The 284 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

47 open-market trades by officers, directors and large owners since October 2021: 44 buys and 3 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 26, 2025Williams MarkVP of Finance and AdminBuy25,000$0.43$10.8KForm 4
Nov 26, 2025Salvucci Joseph V SrDirectorBuy118,237$0.43$50.8KForm 4
Nov 26, 2025Salvucci Joseph V JrDirectorBuy30,000$0.41$12.3KForm 4
Nov 24, 2025Trotter MitchellChief Financial OfficerBuy25,000$0.43$10.8KForm 4
Sep 15, 2025Salvucci Joseph V SrDirectorBuy100,000$0.38$38.0KForm 4
Sep 15, 2025Salvucci Joseph V JrDirectorBuy156,000$0.38$59.3KForm 4
Sep 15, 2025Caravaggio DanteChief Executive OfficerBuy10,000$0.36$3.6KForm 4
Sep 15, 2025Trotter MitchellChief Financial OfficerBuy120,000$0.36$43.2KForm 4
Sep 15, 2025Williams MarkVP of Finance and AdminBuy25,000$0.38$9.5KForm 4
Aug 21, 2025Williams MarkVP of Finance and AdminBuy50,000$0.34$17.0KForm 4
Aug 19, 2025Salvucci Joseph V SrDirectorBuy200,000$0.35$70.0KForm 4
Aug 19, 2025Trotter MitchellChief Financial OfficerBuy100,000$0.36$36.0KForm 4
Aug 18, 2025Salvucci Joseph V JrDirectorBuy14,000$0.35$4.9KForm 4
Jun 30, 2025Williams MarkVP of Finance and AdminBuy10,000$0.34$3.4KForm 4
Jun 30, 2025Salvucci Joseph V SrDirectorBuy123,951$0.34$42.1KForm 4
Jun 27, 2025Salvucci Joseph V JrDirectorBuy15,000$0.35$5.2KForm 4
Jun 27, 2025Salvucci Joseph V SrDirectorBuy100,000$0.37$37.0KForm 4
Jun 27, 2025Caravaggio DanteChief Executive OfficerBuy3,000$0.35$1.1KForm 4
Jun 27, 2025Trotter MitchellChief Financial OfficerBuy15,000$0.35$5.2KForm 4
Mar 27, 2025Salvucci Joseph V SrDirectorBuy50,000$0.54$27.0KForm 4

All 47 trades can be filtered by person here when JavaScript is on.

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.

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.

YearExecutiveAgeSalaryTotal pay
2024Dante Caravaggio68$104.0K$484.4K50
2024David M. Smith70$104.0K$445.0K50
2024Mitchell B. Trotter66$104.0K$429.3K50
2023Chief Financial Officer$12.0K$31.2K50
2023General Counsel and Secretary$12.0K$31.2K50
2023Chief Executive Officer and President$4.0K$10.4K50

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 28. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,860,413$822.3K0.0%−46,513
Jane Street Group, LLC1,034,607$456.8K0.0%New
Geode Capital Management, LLC454,938$200.9K0.0%−21,746
BlackRock, Inc.380,515$168.0K0.0%−3,046
Vanguard Fiduciary Trust Co271,168$119.9K0.0%+32,837
State Street Corp185,400$81.9K0.0%No change
Citadel Advisors LLC154,636$68.3K0.0%New
Cetera Investment Advisers139,122$61.4K0.0%+113,982
Two Sigma Investments, LP121,251$53.5K0.0%+15,980
Northern Trust Corp96,909$42.8K0.0%+1,067
Prairiewood Capital, LLC61,000$26.9K0.0%No change
Legacy Wealth Managment, LLC/ID51,222$22.6K0.0%+27,184
Solutions 4 Wealth, Ltd49,504$21.9K0.0%No change
Susquehanna International Group, Llp47,344$20.9K0.0%New
Two Sigma Securities, LLC42,923$19.0K0.0%New
XTX Topco Ltd30,845$13.6K0.0%+20,642
UBS Group AG29,512$13.0K0.0%−427,468
Sanctuary Advisors, LLC20,353$9.0K0.0%No change
Appalachian Capital Management Ltd20,000$8.8K0.0%No change
Vanguard Personalized Indexing Management, LLC19,629$8.7K0.0%New
Jones Financial Companies Lllp5,000$2.4K0.0%No change
IFP Advisors, Inc5,000$2.2K0.0%No change
Mcguire Capital Advisors Inc5,000$2.2K0.0%No change
EverSource Wealth Advisors, LLC2,431$1.1K0.0%New
Citigroup Inc1,881$8300.0%−307,285

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

SEC filer profile

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

  • Name on EDGAREON Resources Inc.1
  • CIK0001842556
  • Employer ID (EIN)85-43591246
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address3730 Kirby Drive, Suite 1200, Houston, TX 770981
  • Phone713.834.11451
  • Shares outstanding55,824,861 as of Oct 12, 202612
  • Public float$11.2M as of Jun 30, 20256
  • AuditorCBIZ CPAs P.C., Houston, Texas PCAOB ID 688; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceJan 27, 20211
  • Filings286 in all: 8-K (60), 4 (54), CORRESP (21), UPLOAD (20), 10-Q (13), 3 (10), NT 10-Q (9), S-1/A (9)1
    All 35 form types

    PRER14A (8), 424B3 (7), DEFA14A (7), SC 13G (7), EFFECT (6), S-1 (6), 10-K (5), DEF 14A (5), PRE 14A (5), SC 13G/A (5), SCHEDULE 13D/A (5), NT 10-K (4), 10-K/A (3), POS AM (2), S-8 (2), SCHEDULE 13G/A (2), 10-Q/A (1), 25-NSE (1), 424B4 (1), 8-A12B (1), 8-A12B/A (1), CERT (1), DEFM14A (1), DRS (1), PREM14A (1), SC 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Sep 28, 2026
    Quarterly report (10-Q) Oct 13, 2026
    Proxy statement (DEF 14A) Sep 15, 2025
    Latest 8-K (8-K) Oct 13, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareEONRNYSE American LLC
Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole shareEONR.WSNYSE American LLC

From the cover page of the 10-K filed Sep 28, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks EON Resources Inc. names in Item 1A of its 10-K filed Sep 28, 2026: 55 risks under these headings, as written.6

  • Risks Related to Our Business
  • There is substantial doubt about our ability to continue as a “going concern.”
  • Our producing properties are located in the Permian Basin, making it vulnerable to risks associated with operating in a single geographic area.
  • Title to the properties in which we have an interest may be impaired by title defects.
  • We depend on various services for the development and production activities on the properties it operates. Substantially all our revenue is derived from these producing properties. A reduction in the expected number of wells to be developed on EON’s acreage by or the failure of EON to develop and operate the wells on its acreage could have an adverse effect on its results of operations and cash flows adequately and efficiently.
  • Our future success depends on replacing reserves through acquisitions and the exploration and development activities.
  • Our failure to successfully identify, complete and integrate acquisitions of properties or businesses could materially and adversely affect its growth, results of operations and cash flows.
  • We may acquire properties that do not produce as projected, and it may be unable to determine reserve potential, identify liabilities associated with such properties or obtain protection from sellers against such liabilities.
  • Any acquisitions that EON completes will be subject to substantial risks.
  • Our identified development activities are susceptible to uncertainties that could materially alter the occurrence or timing of our development activities.
  • Acquisitions and development of our leases will require substantial capital, and our company may be unable to obtain needed capital or financing on satisfactory terms or at all.
  • EON currently holds and plans to continue to enter hedging arrangements with respect to the production of crude oil, and possibly natural gas which is a smaller portion of the reserves. EON will mitigate the exposure to the impact of decreases in the prices by establishing a hedging plan and structure that protects the earnings to a reasonable level, and the debt service requirements.
The other 44 risks
  • Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of its reserves.
  • Operating hazards and partially insured or uninsured risks may result in substantial losses to EON and any losses could adversely affect our results of operations and cash flows.
  • Loss of our information and computer systems, including as a result of cyber-attacks, could materially and adversely affect our business.
  • Political instability or armed conflict in crude oil or natural gas producing regions could have a material adverse impact on our business, financial condition or future results.
  • We believe EON currently has ineffective internal control over its financial reporting.
  • We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
  • Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us.
  • Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • Increased costs of capital could adversely affect our business.
  • EON may be involved in legal proceedings that could result in substantial liabilities.
  • Risks Related to Our Industry
  • A substantial majority of our revenues from crude oil and gas producing activities are derived from its operating properties that are based on the price at which crude oil and natural gas produced from the acreage underlying its interests are sold. Prices of crude oil and natural gas are volatile due to factors beyond our control. A substantial or extended decline in commodity prices may adversely affect our business, financial condition, results of operations and cash flows.
  • If commodity prices decrease to a level such that our future undiscounted cash flows from its properties are less than their carrying value, EON may be required to take write-downs of the carrying values of its properties.
  • The unavailability, high cost or shortages of rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs to develop and operate our properties.
  • The marketability of crude oil and natural gas production is dependent upon transportation and processing and refining facilities, which EON cannot control. Any limitation in the availability of those facilities could interfere with our ability to market its production and could harm our business.
  • Drilling for and producing crude oil and natural gas are high-risk activities with many uncertainties that may materially adversely affect our business, financial condition, results of operations and cash flows.
  • Competition in the crude oil and natural gas industry is intense, which may adversely affect our ability to succeed.
  • A deterioration in general economic, business, political or industry conditions would materially adversely affect our results of operations, financial condition and cash flows.
  • Conservation measures, technological advances and increasing attention to ESG matters could materially reduce demand for crude oil and natural gas, availability of capital and adversely affect our results of operations.
  • Risks Related to Environmental and Regulatory Matters
  • Crude oil and natural gas operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for EON, and failure to comply could result in EON incurring significant liabilities, either of which may impact its willingness to develop our interests.
  • Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could cause EON to incur increased costs, additional operating restrictions or delays and have fewer potential development locations.
  • Legislation or regulatory initiatives intended to address seismic activity could restrict our development and production activities, as well as our ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our future business, which in turn could have a material adverse effect on our business.
  • Restrictions on the ability of to obtain water may have an adverse effect on our financial condition, results of operations and cash flows.
  • Our operations are subject to a series of risks arising from climate change.
  • Increased attention to ESG matters and conservation measures may adversely impact our business.
  • Our results of operations may be materially impacted by efforts to transition to a lower-carbon economy.
  • Additional restrictions on development activities intended to protect certain species of wildlife may adversely affect our ability to conduct development activities.
  • Risks Related to Our Financial and Debt Arrangements
  • If we are unable to comply with the restrictions and covenants in our debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of repayment.
  • Our debt levels may limit our flexibility to obtain additional financing and pursue other business opportunities.
  • Risks Related to Our Common Stock
  • Our stock price is volatile, which could result in substantial losses to investors and litigation.
  • The sale or availability for sale of substantial amounts of our Class A Common Stock could adversely affect the market price of our Class A Common Stock.
  • We have never paid cash dividends on our Class A Common Stock and do not anticipate paying any cash dividends on our Class A Common Stock.
  • If equity research analysts do not publish research or reports about our business, or if they issue unfavorable commentary or downgrade our Class A Common Stock, the market price of our Class A Common Stock will likely decline.
  • The NYSE American may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • We may redeem your public warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless.
  • We may amend the terms of the public warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of the public warrants could be increased, the exercise period could be shortened and the number of shares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without a holder’s approval.
  • Purchases made pursuant to our ELOC Purchase Agreement will be made at a discount to the volume weighted average price of Class A Common Stock, which may result in negative pressure on the stock price.
  • It is not possible to predict the actual number of shares of Class A Common Stock, if any, we will sell under the ELOC Purchase Agreement with White Lion or the actual gross proceeds resulting from those sales.
  • The sale and issuance of Class A Common Stock to White Lion will cause dilution to our existing securityholders, and the resale of the Class A Common Stock acquired by White Lion, or the perception that such resales may occur, could cause the price of our Class A Common Stock to decrease.
  • Investors who buy shares at different times will likely pay different prices than White Lion under the ELOC Purchase Agreement with them.
  • Management will have broad discretion as to the use of the proceeds from the sale of shares to White Lion, and uses may not improve our financial condition or market value.
  • The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
  • The Second A&R Charter designates state courts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
  • The Second A&R Charter contains a waiver of the corporate opportunities doctrine for our directors and officers, and therefore such persons have no obligations to make opportunities available to us.
  • We are a holding company with no operations of our own, and we depend on our subsidiaries for cash to fund all of our operations, taxes and other expenses and any dividends that we may pay.

Legal proceedings

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our company or any of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

We are from time to time subject to claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition.

The opening of Item 3, Legal Proceedings.6

Sources

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

  1. 1
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    SEC EDGAROther events
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    SEC EDGAROther events
  33. 33
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