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GROV on NYSE

Grove Collaborative Holdings, Inc.

Grove Collaborative Holdings, Inc. is an American retail-catalog and mail-order houses company based in San Francisco.1

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Last updated Oct 21, 2026.

Overview

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  • TickerGROV on NYSE1
  • IndustryRetail-Catalog & Mail-Order Houses1
  • HeadquartersSan Francisco, California1
  • Incorporated inDE2
  • Business address1301 Sansome Street, San Francisco, Ca 941112
  • Filer category, Emerging growth company2

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Grove Collaborative Holdings, Inc.’s mission is to transform the consumer products industry into a force for environmental and human good by creating and curating planet-first, high-performance brands and products.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

53.7%Gross margin4
-6.5%Operating margin4
-6.7%Net margin4
-14.6%Revenue growth, 20254
-$8.1MFree cash flow4

What sells

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

Products and services

Third Party Products brought in 59% of the revenue Grove Collaborative Holdings, Inc. broke down this way in fiscal 2025.

  1. Third Party Products$101.8M459%down 16% from 2024
  2. Grove Brands$71.9M441%down 13% from 2024
Products and services by year
Products and services20242025
Third Party Products$120.5M$101.8M
Grove Brands$82.9M$71.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue46¢$80.4M
  • Research and development4¢$7.5M
  • Selling, general and admin50¢$87.4M
  • Income tax0¢$33.0K

Out of $173.7M in revenue.4 The company lost money this year.

Financial statements

Revenue5674$173.7M in 2025−52% since 2020
0$100.0M$200.0M$300.0M$400.0M2020: $364.3M$364.3M20202021: $383.7M$383.7M2021+5%2022: $321.5M$321.5M2022−16%2023: $259.3M$259.3M2023−19%2024: $203.4M$203.4M2024−22%2025: $173.7M$173.7M2025−15%
Gross profit5674$93.3M in 2025−47% since 2020
0$50.0M$100.0M$150.0M$200.0M2020: $176.0M$176.0M20202021: $188.5M$188.5M2021+7%2022: $154.7M$154.7M2022−18%2023: $137.4M$137.4M2023−11%2024: $109.3M$109.3M2024−20%2025: $93.3M$93.3M2025−15%
Operating income5674-$11.3M in 2025−83% since 2020
-$150.0M-$100.0M-$50.0M02020: -$66.5M-$66.5M20202021: -$128.9M-$128.9M2021+94%2022: -$141.0M-$141.0M2022+9%2023: -$35.3M-$35.3M2023−75%2024: -$22.5M-$22.5M2024−36%2025: -$11.3M-$11.3M2025−50%
Net income5674-$11.7M in 2025−84% since 2020
-$150.0M-$100.0M-$50.0M02020: -$72.3M-$72.3M20202021: -$135.9M-$135.9M2021+88%2022: -$87.7M-$87.7M2022−35%2023: -$43.2M-$43.2M2023−51%2024: -$27.4M-$27.4M2024−37%2025: -$11.7M-$11.7M2025−57%

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

Period ending2025-12-312024-12-31
Revenue, net$173.7M$203.4M
Cost of goods sold$80.4M$94.1M
Gross profit$93.3M$109.3M
Advertising$9.7M$10.3M
Product development$7.5M$18.5M
Selling, general and administrative$87.4M$103.2M
Operating loss-$11.3M-$22.5M
Interest expense$1.2M$12.8M
Loss on extinguishment of debt$0$5.0M
Changes in fair value of derivative liabilities-$404.0K-$9.9M
Other income, net-$455.0K-$3.1M
Total non-operating expenses, net$366.0K$4.8M
Loss before provision for income taxes-$11.7M-$27.4M
Provision for income taxes$33.0K$40.0K
Net loss-$11.7M-$27.4M
Less: Accumulated dividends on redeemable convertible preferred stock-$1.5M-$849.0K
Net loss per share attributable to common stockholders, basic-$13.2M-$28.3M
Net loss per share attributable to common stockholders, diluted-$13.2M-$28.3M
Net loss per share attributable to common stockholders, basic (in dollars per share)-$0.34-$0.76
Net loss per share attributable to common stockholders, diluted (in dollars per share)-$0.34-$0.76
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)39.0M shares37.0M shares
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)39.0M shares37.0M shares

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Corporate structure

Grove Collaborative Holdings, 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 Grove Collaborative Holdings, Inc.

  • Grove Collaborative Holdings, Inc. San Francisco, California

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

What it owns

What Grove Collaborative Holdings, 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
Computer equipment and software$300.0K4 Dec 31, 2025$1.0M4 Dec 31, 2024−70.0%
Property and equipment, before depreciation$10.7M4 Dec 31, 2025$21.1M4 Dec 31, 2024−49.4%
Accumulated depreciation$7.0M4 Dec 31, 2025$17.4M4 Dec 31, 2024−59.7%
Property and equipment, net$3.7M4 Dec 31, 2025$3.7M4 Dec 31, 2024−0.7%
Operating-lease assets (leased space)$9.5M4 Dec 31, 2025$12.5M4 Dec 31, 2024−23.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.5M4 Dec 31, 2025$19.6M4 Dec 31, 2024−56.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$2.3M4 Dec 31, 2025$712.0K4 Dec 31, 2024+223.3%
Accumulated amortization$706.0K4 Dec 31, 2025$318.0K4 Dec 31, 2024+122.0%
Finite-lived intangibles, net$1.6M4 Dec 31, 2025

Inventory

ItemLatestA year beforeChange
Inventory, total$18.4M4 Dec 31, 2025$19.4M4 Dec 31, 2024−4.8%

Properties, in its own words

All of our physical properties are located within the United States. Our corporate headquarters are in San Francisco, California where we lease approximately 7,800 rentable square feet of office space. We are no longer utilizing the lease space and are actively marketing the space for sublease. The lease expires on May 31, 2027.

We lease fulfillment centers in Pennsylvania and Nevada that represent approximately a combined 488,000 square feet of space. We are no longer utilizing a 138,550 square foot space in Missouri which was previously used as one of our fulfillment centers, which we are subleasing to a third-party. We believe our current properties are more than sufficient for our needs.

Item 2 of the 10-K filed Mar 5, 2026.3

Leadership

Who has led Grove Collaborative Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Joshua Bayliss2021
  2. Stuart Landesberg2022–2023
  3. Jeffrey Michael Yurcisin2023–now

President

  1. Stuart Landesberg2022–2023
  2. Jeffrey Michael Yurcisin2023–now

Chief financial officer

  1. Sergio Cervantes2022–2025
  2. Thomas Siragusa2025–now

Chief operating officer

  1. Rayhan Arif2021
2025
Board members and other officers (20)

Former names

  • Virgin Group Acquisition Corp. IIFeb 12, 2021 to Jun 15, 20222

Timeline

  1. Oct 2, 20268-K Executive or director change33
  2. Aug 31, 20268-K Executive or director change34
  3. Aug 11, 20268-K Listing notice or transfer; Regulation FD disclosure35
  4. Aug 6, 20268-K Results of operations; Regulation FD disclosure; Other events36
  5. Jun 24, 20268-K Executive or director change; Shareholder vote37
  6. May 7, 20268-K Results of operations; Regulation FD disclosure; Other events38
  7. Mar 19, 20268-K Other events39
  8. Mar 5, 20268-K Results of operations; Regulation FD disclosure; Other events40
  9. Nov 13, 20258-K Results of operations; Regulation FD disclosure; Other events41
  10. Oct 27, 20258-K Executive or director change42
  11. Sep 30, 20258-K Entered a material agreement43
  12. Aug 25, 20258-K Executive or director change44
  13. Aug 18, 2023New chief executive Jeffrey Michael Yurcisin becomes CEO10
  14. Jun 21, 2022New chief executive Stuart Landesberg becomes CEO11
  15. Mar 22, 2021New chief executive Joshua Bayliss becomes CEO12

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.08) a share, on Nov 13, 2025.45

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results36
  2. May 7, 2026Reported quarterly or annual results38
  3. Mar 5, 2026Reported quarterly or annual results40
  4. Nov 13, 2025Reported quarterly or annual results41
  5. Aug 7, 2025Reported quarterly or annual results46
  6. May 14, 2025Reported quarterly or annual results47
  7. Mar 11, 2025Reported quarterly or annual results48
  8. Nov 12, 2024Reported quarterly or annual results49

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

Filings

561 filings to the SEC since October 2021: 5 annual reports, 17 quarterly reports, 64 major events, 284 insider forms, 57 large holders, 134 other. The latest 20:

  1. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  2. Oct 2, 20263 PRIMARY DOCUMENT EDGAR
  3. Oct 2, 20268-K EDGAR
  4. Sep 15, 20264 PRIMARY DOCUMENT EDGAR
  5. Sep 11, 20264 PRIMARY DOCUMENT EDGAR
  6. Sep 9, 20264 PRIMARY DOCUMENT EDGAR
  7. Sep 4, 20264 PRIMARY DOCUMENT EDGAR
  8. Sep 2, 20264 PRIMARY DOCUMENT EDGAR
  9. Sep 2, 20264 PRIMARY DOCUMENT EDGAR
  10. Sep 2, 20263 PRIMARY DOCUMENT EDGAR
  11. Aug 31, 20268-K EDGAR
  12. Aug 31, 2026SCHEDULE 13D/A EDGAR
  13. Aug 28, 20264 PRIMARY DOCUMENT EDGAR
  14. Aug 28, 20264 PRIMARY DOCUMENT EDGAR
  15. Aug 28, 20264 PRIMARY DOCUMENT EDGAR
  16. Aug 28, 20264 PRIMARY DOCUMENT EDGAR
  17. Aug 18, 20264 PRIMARY DOCUMENT EDGAR
  18. Aug 18, 20263/A PRIMARY DOCUMENT EDGAR
  19. Aug 18, 20264 PRIMARY DOCUMENT EDGAR
  20. Aug 18, 20264 PRIMARY DOCUMENT EDGAR

The 561 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

108 open-market trades by officers, directors and large owners since October 2021: 54 buys and 54 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 11, 2026Landesberg StuartDirectorBuy15,173$1.04$15.8KForm 4
Sep 10, 2026Landesberg StuartDirectorBuy1,884$1.05$2.0KForm 4
Sep 9, 2026Landesberg StuartDirectorBuy2,943$1.05$3.1KForm 4
Sep 4, 2026Landesberg StuartDirectorBuy241$1.03$248Form 4
Sep 2, 2026Landesberg StuartDirectorBuy5,384$1.03$5.5KForm 4
Sep 2, 2026Karp Jason H.DirectorBuy15,200$1.08$16.4KForm 4
Sep 1, 2026Karp Jason H.DirectorBuy55,000$1.03$56.6KForm 4
Sep 1, 2026Yurcisin Jeffrey MichaelPresident & CEOBuy90,000$1.05$94.5KForm 4
Jun 13, 2025Glazer David A.DirectorBuy7,205$1.15$8.3KForm 4
Jun 13, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy4,344$1.15$5.0KForm 4
Jun 12, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy1,569$1.12$1.8KForm 4
Jun 10, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy4,031$1.28$5.2KForm 4
Jun 9, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy8,900$1.31$11.7KForm 4
Jun 6, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy1,100$1.31$1.4KForm 4
Jun 2, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy4,669$1.34$6.3KForm 4
May 29, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy10,000$1.33$13.3KForm 4
May 28, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy10,000$1.35$13.5KForm 4
May 27, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy10,000$1.36$13.6KForm 4
May 23, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy15,000$1.26$18.9KForm 4
May 22, 2025Yurcisin Jeffrey MichaelPresident & CEOBuy8,500$1.18$10.0KForm 4

All 108 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
2025Jeff Yurcisin51$451.9K$1.3M69
2025Thomas Siragusa35$287.7K$530.7K69
2025Sergio Cervantes$76.9K$320.3K69
2024Former Chief Financial Officer$500.0K$1.2M69
2024Chief Executive Officer and Director$500.0K$900.2K69

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
Nvp Associates, LLC3,225,097$4.0M1.2%No change
Morgan Stanley2,652,556$3.3M0.0%−52,854
General Atlantic, L.P.2,474,859$3.1M0.1%No change
Vanguard Capital Management LLC1,280,768$1.6M0.0%+19,695
Sculptor Capital LP1,192,799$1.5M0.0%No change
StepStone Group LP380,925$476.2K0.0%+223
Geode Capital Management, LLC290,905$363.7K0.0%+14,215
Vanguard Fiduciary Trust Co148,912$186.1K0.0%+1,138
BlackRock, Inc.146,138$182.7K0.0%+28,473
Susquehanna International Group, Llp86,168$107.7K0.0%+12,404
Citadel Advisors LLC85,403$106.8K0.0%+70,581
State Street Corp73,880$92.3K0.0%No change
Bridgeway Capital Management, LLC67,025$83.8K0.0%No change
Northern Trust Corp64,996$81.2K0.0%−24,183
Renaissance Technologies LLC60,500$75.6K0.0%−7,400
Goldman Sachs Group Inc30,302$37.9K0.0%+1,681
Caz Investments LP26,700$33.4K0.0%+13,350
Two Sigma Securities, LLC13,688$17.1K0.0%New
First Manhattan Co. Llc.11,662$14.6K0.0%No change
Vanguard Global Advisers, LLC3,413$4.3K0.0%No change
1620 Investment Advisors, Inc.700$8750.0%No change
SBI Securities Co., Ltd.331$4140.0%No change
Activest Wealth Management183$2290.0%New
UBS Group AG140$1750.0%−2
Barclays PLC97$1210.0%New

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

SEC filer profile

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

  • Name on EDGARGrove Collaborative Holdings, Inc.1
  • CIK0001841761
  • Employer ID (EIN)88-28406593
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)5961 Retail-Catalog & Mail-Order Houses1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address1301 Sansome Street, San Francisco, CA 941111
  • Phone(800) 231-85271
  • Shares outstanding42,701,046 as of Jul 31, 20269
  • Public float$44.9M as of Jun 30, 20253
  • AuditorBaker Tilly US, LLP, San Jose, California PCAOB ID 23; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceFeb 12, 20211
  • Filings590 in all: 4 (258), 8-K (68), 3 (33), 424B3 (29), 425 (26), 10-Q (17), CORRESP (15), SC 13G/A (15)1
    All 43 form types

    SC 13D/A (14), SC 13G (12), EFFECT (11), UPLOAD (11), SC 13D (8), 10-K (5), 3/A (5), DEFA14A (5), S-3 (5), S-8 (5), ARS (4), DEF 14A (4), S-4/A (4), SCHEDULE 13D/A (4), SCHEDULE 13G/A (4), S-1 (3), S-1/A (3), 10-Q/A (2), 144 (2), 25-NSE (2), POS AM (2), 4/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEFM14A (1), DEL AM (1), NT 10-Q (1), PRE 14A (1), S-1MEF (1), S-4 (1), SC TO-I (1), SC TO-I/A (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 5, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001GROVNew York Stock Exchange

From the cover page of the 10-K filed Mar 5, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Grove Collaborative Holdings, Inc. names in Item 1A of its 10-K filed Mar 5, 2026: 58 risks under these headings, as written.3

  • Risks Related to Our Business
  • Risks Related to Ownership of Our Securities
  • We rely on consumer discretionary spending, which may be adversely affected by economic downturns and other macroeconomic conditions or trends.
  • Advertising inaccuracies or product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.
  • In recent years we have seen substantial declines in our revenues and business operations, particularly as we have shifted our operating strategy in an effort to become Adjusted EBITDA profitable. If we are unable to achieve profitable growth in the future, our business prospects and our stock price could be adversely affected.
  • We have transitioned the operation of our ecommerce platform to third-party technology service providers, and continued or any new disruption of or interference with the platform or the use of these services would adversely affect our business, financial condition and results of operations.
  • Our quarterly operating results fluctuate, which could cause our stock price to decline.
  • We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to generate sufficient revenue to achieve and maintain profitability.
  • We may require additional financing, and a failure to obtain this necessary capital when needed could force us to delay, limit, or reduce our investments in advertising and other strategic initiatives planned for future growth.
  • We may not be able to compete successfully.
  • Competition in the natural, sustainable and wellness consumer products markets presents an ongoing threat to the success of our business.
  • We must find sustainable solutions that support our brand and long-term growth.
The other 48 risks
  • If we fail to cost-effectively acquire new consumers or retain our existing consumers, our business could be adversely affected.
  • Maintaining consumer awareness of our brand, building brand loyalty and generating interest in our products requires substantial spending on advertising and marketing, and our reduction in this spending to achieve profitability may adversely affect our brand awareness.
  • Our brand and reputation may be diminished due to real or perceived quality, safety, efficacy or environmental impact issues with our products, which could have an adverse effect on our business, financial condition, results of operations and prospects.
  • Failure to introduce new products that meet the expectations of our customers may adversely affect our ability to continue to grow.
  • Government regulation of the Internet and ecommerce is evolving, and unfavorable changes or failure by us to comply with these regulations could have an adverse effect on our business, financial condition, results of operations and prospects.
  • We may become subject to product liability claims, which could materially harm our reputation, financial condition, and liquidity if we are not able to successfully defend or insure against such claims.
  • We are subject to a number of other laws and regulations, which could impact our business.
  • We have pursued and may in the future pursue acquisitions to expand our business, and if any of those acquisitions are unsuccessful, our business may be harmed.
  • We may experience damage or destruction to our distribution centers, which may harm our business, results of operations and financial condition.
  • We are dependent on our management team, and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.
  • Our corporate cost-cutting initiatives and headcount reductions could disrupt our business and may not achieve our objectives.
  • Labor-related matters, including labor disputes, may adversely affect our operations.
  • Our business, including our costs and supply chain, is subject to risks associated with sourcing, manufacturing, warehousing, distribution, infrastructure and logistics to third-party providers, some of which are located internationally, and the loss of any of our key suppliers or logistical service providers could negatively impact our business.
  • If our third-party suppliers and manufacturers do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, financial condition, results of operations and prospects could be harmed.
  • If we or our distribution partners do not successfully optimize, operate and manage our warehouse fulfillment centers, our business, financial condition, results of operations and prospects could be adversely affected.
  • Shipping is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely affect our operating results.
  • Risks associated with the outsourcing of our fulfillment process and other technology-related functions could materially and adversely affect our business, financial condition, and results of operations.
  • We are subject to risks related to online payment methods, including third-party payment processing-related risks.
  • We may be unable to adequately obtain, maintain, protect, defend and enforce our intellectual property rights.
  • We rely on trademark, copyright, and patent law, trade secret protection, and confidentiality and/or license agreements with our employees, customers, and others to protect our proprietary rights.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
  • Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for infringement, misappropriation or other violation of intellectual property rights.
  • We must successfully maintain, scale and upgrade our information technology systems, and our failure to do so could have an adverse effect on our business, financial condition, results of operations and prospects.
  • If we (or our vendors) are unable to protect against or adequately respond to mitigate the impacts of a service interruption, data corruption, or cybersecurity attack, our operations could be disrupted, our reputation may be harmed and we could face significant costs to remediate the incident and defend against claims by business partners, customers, or regulators. Such security breaches or other cybersecurity incidents may harm our reputation and expose us to loss of consumers and business.
  • We use open source software in our platform, which may subject us to additional risks and harm our intellectual property.
  • The actual or perceived failure by us or our vendors to comply with applicable privacy and data protection laws, regulations or industry standards could have an adverse effect on our business, financial condition, results of operations and prospects.
  • Changes in existing laws or regulations or related official guidance, or the adoption of new laws or regulations or guidance, may increase our costs and otherwise adversely affect our business, financial condition, results of operations and prospects.
  • Failure by our network of partners, suppliers or manufacturers to comply with product safety, environmental or other laws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect our business.
  • Our status as a public benefit corporation and a Certified B Corporation may not result in the benefits that we anticipate.
  • As a public benefit corporation, our duty to balance a variety of interests may result in actions that do not maximize stockholder value.
  • As a public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.
  • We and our directors and executive officers may be subject to litigation for a variety of claims, which could harm our reputation and adversely affect our business, results of operations and financial condition.
  • Risks Related to Ownership of Company Securities
  • The price of our Class A Common Stock and our warrants may be volatile.
  • Warrants are or may become exercisable for shares of our common stock, and additional shares of our common stock may become issuable, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
  • The Public Warrants may never be in the money, and they may expire worthless and the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment.
  • We may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to holders of the Public Warrants, thereby making the Public Warrants worthless.
  • Our taking advantage of certain exemptions from disclosure requirements available to “emerging growth companies” under the Securities Act of 1993, as amended, could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • We may incur debt or assume contingent or other liabilities or dilute our stockholders in connection with acquisitions or strategic alliances.
  • Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline.
  • The NYSE 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.
  • Because there are no current plans to pay cash dividends on our Class A Common Stock for the foreseeable future, holders of our Class A Common Stock may not receive any return on investment unless such holders sell their Class A Common Stock for a price greater than that which such holder paid for it.
  • The Series A Preferred Stock and Series A' Preferred Stock contains rights, preferences and privileges that may limit our business flexibility or reduce the value of our Class A Common Stock.
  • Covenants and other provisions in our loan agreements restrict our business and operations in many ways, and if we do not effectively manage our covenants, our financial conditions and results of operations could be adversely affected. In addition, our operations may not provide sufficient cash to meet the repayment obligations of our debt incurred under our loan agreements.
  • If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
  • We face significant expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
  • If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our reported financial information and this may lead to a decline in our stock price.
  • Delaware law and our governing documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • Our Certificate of Incorporation, as amended, designates a state or federal court located within the State of Delaware as the sole and 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, stockholders, employees, or agents.

Legal proceedings

We have become, and may in the future become, subject to various legal claims, charges and litigation matters. If we are found to have violated laws, rules or regulations we could be subject to various fines, penalties and/or damages awards and our business, operating condition and financial results could be harmed. In addition, as a part of litigation, we may be enjoined from certain business practices we have conducted historically, which could harm our business, operating results and financial condition.

As noted in “Item 1A Risk Factors,” the Consumer Protection Division of the Santa Clara County District Attorney’s Office, in conjunction with other county and city prosecutors, is currently investigating our automatic renewal practices. As of the date of this filing, no legal proceeding has commenced regarding this investigation. Refer to Note 7, Commitments and Contingencies in our financial statements, included elsewhere in this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.3

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