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FEAM on Nasdaq

5E Advanced Materials, Inc.

Mining and Quarrying of Nonmetallic Minerals company, listed on Nasdaq (FEAM)1

In its 2026 annual report the company says: “5E Advanced Materials, Inc. is a development-stage company focused on becoming a vertically integrated global leader and supplier of refined borates and advanced boron derivative materials whose mission is to enable decarbonization, increase food security, and facilitate the domestic supply of critical materials.”4 It is headquartered in Hesperia, California.1

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Last updated Oct 21, 2026.

Overview

-$42.9MNet income, fiscal 20262

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  • TickerFEAM on Nasdaq1
  • IndustryMining & Quarrying of Nonmetallic Minerals (No Fuels)1
  • HeadquartersHesperia, California1
  • Business address9329 Mariposa Road, Suite 210, Hesperia, Ca 923443
  • Filer category, Emerging growth company3

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5E Advanced Materials, Inc. (the “Company,” “we,” “our,” “us” and “5E”) is a development-stage company focused on becoming a vertically integrated global leader and supplier of refined borates and advanced boron derivative materials whose mission is to enable decarbonization, increase food security, and facilitate the domestic supply of critical materials. Our business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of borates, calcium-based co-products, and potentially other byproducts such as lithium carbonate, to downstream advanced boron material processing and development. Our vision is to safely process borates and other industrial minerals through responsible practices and a continuous improvement mindset. We hold 100% of the rights through ownership and lode claims filed with the United States Bureau of Land Management in the…4 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 2026

-66.9%Return on equity2
0.00×Debt to equity2
-$25.6MFree cash flow2

Financial statements

Operating income56782-$43.3M in 2026+146% since 2021
-$80.0M-$60.0M-$40.0M-$20.0M02021: -$17.6M-$17.6M20212022: -$67.8M-$67.8M2022+285%2023: -$36.7M-$36.7M2023−46%2024: -$35.9M-$35.9M2024−2%2025: -$43.7M-$43.7M2025+22%2026: -$43.3M-$43.3M2026−1%
Net income56782-$42.9M in 2026+123% since 2021
-$80.0M-$60.0M-$40.0M-$20.0M02021: -$19.3M-$19.3M20212022: -$66.7M-$66.7M2022+247%2023: -$30.6M-$30.6M2023−54%2024: -$62.0M-$62.0M2024+102%2025: -$31.6M-$31.6M2025−49%2026: -$42.9M-$42.9M2026+36%

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

Period ending2026-06-302025-06-30
Project expenses$5.2M$5.0M
Small-scale facility operating costs$3.1M$4.3M
General and administrative$12.1M$14.4M
Impairment expense$1.6M$0
Depreciation and amortization expense$21.4M$19.9M
Total operating expenses$43.3M$43.7M
Income (loss) from operations-$43.3M-$43.7M
Interest income$444.0K$103.0K
Other income$0$7.0K
Gain (loss) on extinguishment of debt$0$17.3M
Derivative gain (loss)$0$1.4M
Interest expense-$18.0K-$6.5M
Other expense-$15.0K-$2.0K
Total non-operating income (expense)$411.0K$12.3M
Income (loss) before income taxes-$42.9M-$31.4M
Income tax expense (benefit)$0$179.0K
Net income (loss)-$42.9M-$31.6M
Net income (loss) per common share - basic-$1.43-$3.95
Net income (loss) per common share - diluted-$1.43-$3.95
Weighted average common shares outstanding - basic30.0M shares8.0M shares
Weighted average common shares outstanding - diluted30.0M shares8.0M shares

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Corporate structure

5E Advanced Materials, 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 5E Advanced Materials, Inc.

  • 5E Advanced Materials, Inc. Hesperia, California

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

What it owns

What 5E Advanced Materials, 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
Construction in progress$3.5M2 Jun 30, 2026$3.0M2 Jun 30, 2025+14.7%
Property and equipment, before depreciation$80.1M2 Jun 30, 2026$79.0M2 Jun 30, 2025+1.4%
Accumulated depreciation$45.7M2 Jun 30, 2026$25.4M2 Jun 30, 2025+80.2%
Property and equipment, net$34.4M2 Jun 30, 2026$53.7M2 Jun 30, 2025−35.8%
Operating-lease assets (leased space)$64.0K2 Jun 30, 2026$141.0K2 Jun 30, 2025−54.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$19.4M2 Jun 30, 2026$3.8M2 Jun 30, 2025+407.0%

Properties, in its own words

Our principal executive offices are located at 9329 Mariposa Road, Suite 210, Hesperia, California 92344.

Information relating to our mining operations can be found in Part I, Item 1. Business of this Annual Report, under the section titled “Properties.”

Item 2 of the 10-K filed Sep 17, 2026.4

Leadership

Who has led 5E Advanced Materials, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Henri Tausch2022
  2. Brennan Susan Seilheimer2023–2024
  3. Paul Wesley Weibel Iii.2024–now

Chief financial officer

  1. Paul Wesley Weibel Iii.2022–2023
  2. Joshua Malm2024–now

Chief operating officer

  1. Tyson Joseph Hall2022
2025
Board members and other officers (17)

Timeline

  1. Oct 1, 20268-K Entered a material agreement; Completed an acquisition or sale; Results of operations33
  2. Sep 15, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure34
  3. Apr 17, 20268-K Other events35
  4. Apr 13, 20268-K Executive or director change36
  5. Feb 3, 20268-K Regulation FD disclosure; Other events37
  6. Jan 12, 20268-K Unregistered sale of shares38
  7. Dec 8, 20258-K Executive or director change; Shareholder vote39
  8. Dec 8, 20258-K Other events40
  9. Nov 19, 20258-K Regulation FD disclosure; Other events41
  10. Oct 3, 20258-K Other events42
  11. Aug 25, 20258-K Other events43
  12. Aug 19, 20258-K Other events44
  13. Jul 2, 2024New chief executive Paul Wesley Weibel Iii. becomes CEO11
  14. May 4, 2023New chief executive Brennan Susan Seilheimer becomes CEO12
  15. Mar 11, 2022New chief executive Henri Tausch becomes CEO13

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.51) a share, on Nov 13, 2025.45

When it reported results

  1. Oct 1, 2026Reported quarterly or annual results33
  2. Nov 21, 2024Reported quarterly or annual results46
  3. Sep 5, 2024Reported quarterly or annual results47
  4. Nov 9, 2023Reported quarterly or annual results48
  5. Aug 30, 2023Reported quarterly or annual results49
  6. May 11, 2023Reported quarterly or annual results50
  7. Feb 9, 2023Reported quarterly or annual results51
  8. Nov 10, 2022Reported quarterly or annual results52

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

Filings

380 filings to the SEC since October 2021: 9 annual reports, 13 quarterly reports, 73 major events, 143 insider forms, 34 large holders, 108 other. The latest 20:

  1. Oct 13, 20264 PRIMARY DOCUMENT EDGAR
  2. Oct 13, 20263 OWNERSHIP DOCUMENT EDGAR
  3. Oct 9, 20264 PRIMARY DOCUMENT EDGAR
  4. Oct 8, 2026SCHEDULE 13D EDGAR
  5. Oct 1, 20264 PRIMARY DOCUMENT EDGAR
  6. Oct 1, 20268-K EDGAR
  7. Sep 30, 20264 PRIMARY DOCUMENT EDGAR
  8. Sep 30, 20264 PRIMARY DOCUMENT EDGAR
  9. Sep 30, 20264 PRIMARY DOCUMENT EDGAR
  10. Sep 30, 20264 PRIMARY DOCUMENT EDGAR
  11. Sep 17, 202610-K EDGAR
  12. Sep 15, 20264 PRIMARY DOCUMENT EDGAR
  13. Sep 15, 20264 PRIMARY DOCUMENT EDGAR
  14. Sep 15, 20268-K EDGAR
  15. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  16. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  17. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  18. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  19. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  20. May 12, 202610-Q EDGAR

The 380 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

10 open-market trades by officers, directors and large owners since October 2021: 9 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 2, 2026Malm JoshuaChief Financial OfficerBuy3,750$2.00$7.5KForm 4
Feb 2, 2026Weibel Paul Wesley IIIChief Executive OfficerBuy3,750$2.00$7.5KForm 4
Feb 2, 2026BEP Special Situations IV LLCDirectorBuy4,000,000$2.00$8.0MForm 4
Aug 25, 2025Ascend Global Investment Fund SPC - Strategic Segregated PortfolioDirectorBuy100,000$3.50$350.0KForm 4
Aug 25, 2025Bluescape Energy Partners IV GP LLCDirectorBuy100,000$3.50$350.0KForm 4
Aug 25, 2025Weibel Paul Wesley IIIChief Executive OfficerBuy1,628$3.50$5.7KForm 4
Aug 25, 2025Malm JoshuaChief Financial OfficerBuy1,425$3.50$5.0KForm 4
Jun 9, 2023SALISBURY DAVID JDirectorBuy4,955$3.96$19.6KForm 4
Jun 7, 2023vant Hoff GrahamDirectorBuy4,250$3.86$16.4KForm 4
Jun 3, 2022Atlas Precious Metals Inc.10% ownerSale500,000$25.01$12.5MForm 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.

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
2025Paul Weibel$346.2K$1.1M61
2025Joshua Malm$446.3K$720.6K61
2024Paul Weibel$300.0K$944.3K61
2024Joshua Malm$344.0K61

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 37. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Bluescape Energy Partners LLC12,130,997$16.9M5.7%No change
AWM Investment Company, Inc.3,126,384$4.3M0.4%−123,616
Vanguard Capital Management LLC973,958$1.4M0.0%+458,222
Aristides Capital LLC546,278$759.3K0.2%No change
Potomac Capital Management, Inc.506,300$703.8K0.5%No change
Bleichroeder LP458,774$637.7K0.1%−41,226
Geode Capital Management, LLC299,995$417.4K0.0%+14,719
Marshall Wace, Llp271,696$377.7K0.0%+37,970
Mercer Global Advisors Inc /adv220,810$306.9K0.0%No change
Renaissance Technologies LLC200,200$278.3K0.0%+8,800
Vanguard Fiduciary Trust Co152,271$211.7K0.0%+1,057
Hohimer Wealth Management, LLC110,977$154.3K0.0%−114,023
Marex Group Ltd104,950$145.9K0.0%+19,138
BlackRock, Inc.91,403$127.0K0.0%+54,982
Northern Trust Corp57,876$80.4K0.0%−3,747
UBS Group AG53,639$74.6K0.0%+47,039
Woodward Diversified Capital, LLC49,650$69.0K0.0%+32,500
LeClair Wealth Partners LLC40,000$55.6K0.0%New
XTX Topco Ltd36,050$50.1K0.0%−12,849
Two Sigma Investments, LP34,488$47.9K0.0%+19,517
Bridgeway Capital Management, LLC34,134$47.4K0.0%+15,000
Wells Fargo & Company/mn28,169$39.2K0.0%No change
Centiva Capital, LP23,781$33.1K0.0%−5,815
Independent Advisor Alliance15,000$20.9K0.0%New
Summit Financial Strategies, Inc.12,286$17.1K0.0%No change

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

SEC filer profile

How 5E Advanced Materials, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAR5E Advanced Materials, Inc.1
  • CIK0001888654
  • Employer ID (EIN)87-34265174
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsJune 301
  • Industry code (SIC)1400 Mining & Quarrying of Nonmetallic Minerals (No Fuels)1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address9329 Mariposa Road, Suite 210, Hesperia, CA 923441
  • Phone442 292 21201
  • Shares outstanding41,647,371 shares as of Sep 16, 20264
  • Public float$21.3M as of Dec 31, 20254
  • AuditorPricewaterhouseCoopers LLP, Denver, Colorado PCAOB ID 238; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 8, 20211
  • Filings380 in all: 4 (114), 8-K (69), 3 (27), CORRESP (19), UPLOAD (17), 10-Q (13), SCHEDULE 13D/A (12), EFFECT (9)1
    All 43 form types

    SC 13D/A (8), 424B3 (7), S-3 (7), SC 13G (7), DEF 14A (6), PRE 14A (6), 10-K (5), 10-K/A (4), 424B5 (4), 8-K/A (4), DEFA14A (4), S-3/A (4), S-8 (3), 4/A (2), ARS (2), DRS (2), DRSLTR (2), PRER14A (2), S-1 (2), S-1/A (2), SC 13D (2), SCHEDULE 13G/A (2), 10-12B (1), 10-12B/A (1), 424B4 (1), CERT (1), DEFR14A (1), DRS/A (1), FWP (1), POS EX (1), S-1MEF (1), SC 13G/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Sep 17, 2026
    Quarterly report (10-Q) May 12, 2026
    Proxy statement (DEF 14A) Oct 27, 2025
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par valueFEAMThe Nasdaq Global Select Market

From the cover page of the 10-K filed Sep 17, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks 5E Advanced Materials, Inc. names in Item 1A of its 10-K filed Sep 17, 2026: 78 risks under these headings, as written.4

  • There is substantial doubt regarding our ability to continue as a going concern. We will need to raise substantial additional funding, which may not be available on acceptable terms, if at all, to continue as a going concern and advance the Project.
  • We will need to obtain substantial additional financing to continue as a going concern, advance FEL-3 and related technical work, and develop the proposed commercial-scale facility.
  • We have incurred significant net operating losses since our inception and anticipate that we will incur continued losses for the foreseeable future.
  • Our future performance is difficult to evaluate because we have no or only a limited operating history in the minerals industry and no revenue from our proposed extraction operations at our properties, which may negatively impact our ability to achieve our business objectives.
  • Our inability to continue to operate the SSF, complete FEL-3 and further technical and economic studies, or successfully validate and optimize our wellfield design may have a material adverse impact on the Project.
  • We have invested and, subject to availability of adequate capital, plan to continue to invest significant amounts of capital in the Project.
  • We have a limited history of mineral production, and we may not be able to successfully achieve our business strategies, including our downstream processing ambitions.
  • We may be unable to develop, protect, obtain or acquire intellectual property required to implement our business strategy successfully.
  • Third parties may claim that we infringe on their proprietary intellectual property rights, and resulting litigation may be costly and could prevent or delay our development activities.
  • All of our business activities are now in the development-stage, but there can be no assurance that our development efforts will result in commercial development.
  • We are a development-stage company and our estimates of mineral resources and reserves remain inherently uncertain and subject to significant change, and the actual volume and grade of material actually recovered may differ materially from current estimates.
  • Estimates relating to the development of the Project, the PFS, the updated technical report summary and the mine plan are uncertain and we may incur higher costs and lower economic returns than estimated.
The other 66 risks
  • Our growth depends upon demand for borates, lithium, calcium chloride, gypsum and related products in the markets we seek to serve, and such demand may not develop as we expect.
  • Our long-term success will depend on our ability to convert customer qualification and non-binding commercial arrangements into definitive, bankable offtake agreements and to deliver product under those agreements.
  • If the estimates and assumptions we use to determine market demand, market size and pricing are inaccurate, our future growth rate and Project economics may not be accurate or may be adversely affected.
  • We currently depend on a single mining project.
  • Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our proposed operating activities.
  • The cost and availability of electricity, natural gas and other energy resources are subject to volatile market conditions and infrastructure constraints.
  • Inadequate infrastructure may constrain our future mining operations, including at the Project.
  • Uncertain global economic conditions could have a material adverse effect on our business, financial condition, results of operations or prospects, including the pricing of our products.
  • Our business could be affected by macroeconomic risks.
  • Government efforts to combat inflation, along with other interest rate pressures, may lead to increased financing costs and Project completion costs.
  • We are subject to anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, as well as export control laws, customs laws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures and legal expenses, which could adversely affect our business, results of operations and financial condition.
  • Title to mineral properties and related water rights is a complex process and we may suffer a material adverse effect in the event the Project property or other properties that we may acquire are determined to have title deficiencies.
  • Challenges to our mining claims could adversely affect our operations and financial condition.
  • Restrictions on our ability to obtain, recycle and dispose of water may impact our ability to execute our development plans and proposed operations.
  • The development, construction and proposed operation of our properties and projects is subject to various environmental, operational and land-use regulations that could adversely affect our ability to grow.
  • The mining industry is historically a cyclical industry and market fluctuations in the prices of borates and other minerals could adversely affect our business.
  • Fluctuations in the value of the United States dollar relative to other currencies may adversely affect our business.
  • We face risks relating to mining, exploration, development and mine construction on our properties.
  • Mineral exploration and development, such as our proposed operations, are subject to extraordinary risks.
  • Our proposed facilities or operations could be adversely affected by natural or human causes outside of our control, such as natural disasters, wars or health epidemics or pandemics.
  • A shortage of skilled technicians and engineers may further increase our operating costs, which may materially adversely affect our results of operations.
  • Changes in U.S. trade policies, including the imposition of tariffs, could materially increase the cost of constructing or operating the Project.
  • A shortage of equipment or disruption in our supply chain could adversely affect our ability to develop, construct or operate our business.
  • Disruptions in production at our proposed facilities may have a material adverse impact on our business, results of operations and/or financial condition.
  • Failure by our vendors or our component or raw material suppliers to use legal or ethical business practices and comply with applicable laws and regulations may adversely affect our proposed business.
  • Competition with and new production of borates and other minerals from current or new competitors in the market could adversely affect our proposed business, financial condition and results of operations.
  • Industry consolidation may result in increased competition, which could have a material adverse effect on our proposed business.
  • We are subject to significant environmental and government regulations and compliance with such regulations requires significant expenditures.
  • We may face increased costs and be subject to liability resulting from the generation and disposal of certain wastes, including hazardous wastes, in the course of the Project’s development and/or other future operations.
  • Land reclamation requirements may be burdensome on our financial position.
  • The physical consequences of climate change could have a material adverse effect on our properties and proposed business activities.
  • New or evolving sustainability and climate-related disclosure obligations and expectations could result in additional costs of compliance, restrictions on our access to capital, and increased litigation or reputational risk.
  • We are required to obtain, maintain, amend and renew governmental permits in order to conduct development and mining operations, a process that is often costly and time-consuming.
  • Lawsuits or arbitration proceedings may be commenced against us and an adverse ruling could adversely affect our business, financial condition and results of operations.
  • We are vulnerable to the risks associated with operating in a single geographic region and concentrating our capital investment in the State of California increases our exposure to that risk.
  • The operation or development of our facilities could be adversely affected by local communities and/or other stakeholders.
  • We currently plan to continue to invest significant amounts of capital in a variety of exploration activities, which involve many uncertainties and risks that could prevent us from realizing profits or may result in the total or partial loss of our investment.
  • Our future success depends on the continuing efforts of our management and key employees and our ability to attract and retain highly skilled personnel.
  • We will need to increase the size and capabilities of our organization and we may be unable to manage our growth effectively.
  • Our directors and officers may in the future be in a position of a conflict of interest.
  • Compliance with ever-evolving federal and state laws and other requirements relating to the processing of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
  • We could be subject to information technology system failures, network disruptions, and breaches in data security – including as a result of artificial intelligence –which could negatively affect our business, financial position, results of operations and cash flows.
  • Our largest stockholders hold a significant percentage of our voting power and may be able to exert significant influence or control over the direction of our business.
  • Exercise of our outstanding warrants or issuance of additional securities will dilute the ownership interest of our existing stockholders or may otherwise depress the price of our Common Stock.
  • The market price and trading volume of our Common Stock may be volatile and may be affected by economic conditions beyond our control.
  • We incur increased costs as a result of operating as a U.S. listed public company, and our management is required to devote substantial time to compliance initiatives and corporate governance practices.
  • An active trading market for our Common Stock may not be sustained and the trading price for our Common Stock may fluctuate significantly.
  • Because we do not anticipate paying dividends on our Common Stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain on our Common Stock.
  • If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, the market price and trading volume of our Common Stock could decline.
  • We are an “emerging growth company” and “smaller reporting company” and are able to avail ourselves of reduced disclosure requirements, which may make our Common Stock less attractive to investors.
  • If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • Our Certificate of Incorporation and Bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable and may prevent attempts by our stockholders to replace or remove our current management.
  • Raising additional capital could adversely affect the voting power or value of our Common Stock and result in substantial dilution.
  • We have in the past and may again in the future receive a notice of the failure to satisfy a continued listing rule from Nasdaq.
  • Sales of our Common Stock could reduce its market price.
  • We are a holding company and, as such, we depend on our subsidiaries to generate cash to fund our operations and expenses.
  • Our Bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
  • Risks Relating to the Pending Acquisition
  • The pending Acquisition and additional businesses or assets we may acquire, joint ventures we may form or investments in other companies we may make in the future may be unsuccessful and may harm our operating results and prospects.
  • The Acquisition is subject to closing conditions and may not be completed, and the Asset Purchase Agreement may be terminated in accordance with its terms.
  • The consideration payable under the Asset Purchase Agreement is fixed and will not be adjusted based on our performance.
  • The Acquisition will involve substantial costs.
  • Our stockholders may not realize a benefit from the Acquisition commensurate with the ownership dilution they will experience in connection with the Acquisition.
  • SVM is currently not a U.S. public reporting company and the obligations associated with integrating the operations related to the SVM Assets into a public company may require significant resources and management attention.
  • We anticipate our indebtedness will increase upon completion of the Acquisition and may have the effect of heightening other risks we now face.
  • The SVM Assets are being acquired on an “as is, where is” basis in a sale under section 363 of the Bankruptcy Code, and we will have limited or no post-closing recourse against SVM.

Legal proceedings

Except as disclosed in Note 14-Commitments and Contingencies in the consolidated financial statements included in Part II, Item 8 of this Annual Report, as of the date of this filing, we are not a party to any material pending legal proceedings, nor are we aware of any material civil proceeding or government authority contemplating any legal proceeding, and to our knowledge, no such proceedings by or against us have been threatened. We anticipate that we and our subsidiaries may from time to time become subject to various claims, legal proceedings, governmental inspections, audits, or investigations arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings, and we cannot assure you that their ultimate disposition will not have a material adverse effect on our business, financial condition, cash flows or results of operations.

The opening of Item 3, Legal Proceedings.4

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