LOGC on OTC
ContextLogic Holdings Inc.
In its 2026 annual report the company says: “We are a business ownership platform designed from first principles to combine the structural advantages of permanent public capital with the operating discipline, alignment, and long-term orientation typically associated with private ownership. Our origins trace to the former Wish.com business, which was divested following a multi-year decline driven by structural challenges in its underlying business model, leaving us with balance sheet liquidity of $162 million.”4 It is headquartered in Oakland, California.1 Its shares trade on OTC under the symbol LOGC.1
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Last updated Oct 21, 2026.
Overview
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- TickerLOGC on OTC1
- IndustryMining & Quarrying of Nonmetallic Minerals (No Fuels)1
- HeadquartersOakland, California1
- Incorporated inDE2
- Business address2648 International Blvd., Ste. 115, Oakland, Ca 946012
- Filer categoryNon-accelerated filer, Smaller reporting company2
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We are a business ownership platform designed from first principles to combine the structural advantages of permanent public capital with the operating discipline, alignment, and long-term orientation typically associated with private ownership. Our mission is to build a portfolio of high-quality, niche, and competitively advantaged businesses that generate sustainable, growing free cash flow that can be reinvested over long time horizons.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 2025
Financial statements
No quarterly figures reported.
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue | $0 | $43.0M |
| Cost of revenue | $0 | $36.0M |
| Gross profit | $0 | $7.0M |
| Sales and marketing | $0 | $18.0M |
| Product development | $0 | $26.0M |
| General and administrative | $31.0M | $42.0M |
| Total operating expenses | $31.0M | $86.0M |
| Loss from operations | -$31.0M | -$79.0M |
| Interest and other income, net | $8.0M | $6.0M |
| Gain on asset sale | $0 | $4.0M |
| Loss before provision for income taxes | -$23.0M | -$69.0M |
| Provision for income taxes | $0 | $6.0M |
| Net loss | -$23.0M | -$75.0M |
| Adjustments attributable to redeemable non-controlling interest (Note 7) | -$7.0M | $0 |
| Net loss attributable to redeemable non-controlling interest (Note 7) | $1.0M | $0 |
| Net loss attributable to common stockholders | -$29.0M | -$75.0M |
| Net loss per share attributable to common stockholders, basic | -$1.09 | -$2.92 |
| Net loss per share attributable to common stockholders, diluted | -$1.09 | -$2.92 |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 26.6M shares | 25.7M shares |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 26.6M shares | 25.7M 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.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $77.0M | $66.0M | |
| Marketable securities | $141.0M | $83.0M | |
| Prepaid expenses and other current assets | $7.0M | ||
| Total current assets | $218.0M | $156.0M | |
| Total assets | $218.0M | $156.0M | |
| Accounts payable | $5.0M | ||
| Accrued liabilities | $2.0M | $5.0M | |
| Total current liabilities | $7.0M | $5.0M | |
| Total liabilities | $7.0M | $5.0M | |
| Redeemable non-controlling interest (Note 7) | $78.0M | ||
| Common stock, $0.0001 par value: 3,000,000 shares authorized as of December 31, 2025 and 2024; 26,876 and 26,229 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $0 | $0 | |
| Additional paid-in capital | $3.5B | $3.5B | |
| Accumulated deficit | -$3.4B | -$3.3B | |
| Total stockholders equity | $133.0M | $151.0M | $217.0M |
| Total liabilities, redeemable non-controlling interest, and stockholders' equity | $218.0M | $156.0M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 100.0M shares | 100.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 3.0B shares | 3.0B shares | |
| Common stock, shares issued | 26.9M shares | 26.3M shares | |
| Common stock, shares outstanding | 26.9M shares | 26.3M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $77.0M | $66.0M | |
| Marketable securities | $141.0M | $83.0M | |
| Prepaid expenses and other current assets | $7.0M | ||
| Total current assets | $218.0M | $156.0M | |
| Total assets | $218.0M | $156.0M | |
| Accounts payable | $5.0M | ||
| Accrued liabilities | $2.0M | $5.0M | |
| Total current liabilities | $7.0M | $5.0M | |
| Total liabilities | $7.0M | $5.0M | |
| Redeemable non-controlling interest (Note 7) | $78.0M | ||
| Common stock, $0.0001 par value: 3,000,000 shares authorized as of December 31, 2025 and 2024; 26,876 and 26,229 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $0 | $0 | |
| Additional paid-in capital | $3.5B | $3.5B | |
| Accumulated deficit | -$3.4B | -$3.3B | |
| Total stockholders equity | $133.0M | $151.0M | $217.0M |
| Total liabilities, redeemable non-controlling interest, and stockholders' equity | $218.0M | $156.0M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 100.0M shares | 100.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 3.0B shares | 3.0B shares | |
| Common stock, shares issued | 26.9M shares | 26.3M shares | |
| Common stock, shares outstanding | 26.9M shares | 26.3M 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.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss attributable to common stockholders | -$29.0M | -$75.0M |
| Net loss and adjustment attributable to redeemable non-controlling interest | $6.0M | |
| Net loss | -$23.0M | -$75.0M |
| Depreciation and amortization | $1.0M | |
| Noncash lease expense | $1.0M | |
| Stock-based compensation | $11.0M | $12.0M |
| Net accretion of discounts and premiums on marketable securities | -$6.0M | -$4.0M |
| Gain on Asset Sale | $0 | -$4.0M |
| Prepaid expenses, other current and noncurrent assets | $1.0M | |
| Accounts payable | $4.0M | -$15.0M |
| Merchants payable | -$8.0M | |
| Accrued and refund liabilities | -$2.0M | -$7.0M |
| Lease liabilities | -$2.0M | |
| Other current and noncurrent liabilities | $6.0M | |
| Net cash used in operating activities | -$16.0M | -$94.0M |
| Cash disposed on Asset Sale, net of proceeds | -$133.0M | |
| Purchases of marketable securities | -$331.0M | -$168.0M |
| Sales of marketable securities | $5.0M | |
| Maturities of marketable securities | $279.0M | $228.0M |
| Net cash used in investing activities | -$52.0M | -$68.0M |
| Proceeds from issuance of redeemable convertible Preferred Units, net | $72.0M | |
| Payment of taxes related to RSU settlement | -$1.0M | |
| Net cash used in provided by (used in) financing activities | $72.0M | -$1.0M |
| Foreign currency effects on cash, cash equivalents, and restricted cash | -$2.0M | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | $4.0M | -$165.0M |
| Cash paid for operating leases | $3.0M |
No quarter-by-quarter statement was filed.
Corporate structure
ContextLogic Holdings Inc. is part of a group headed by ContextLogic Inc.. 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 ContextLogic Holdings Inc.
- ABRAMS CAPITAL MANAGEMENT, L.P. Filed SCHEDULE 13D on ContextLogic Holdings Inc., latest Feb 26, 2026
- ContextLogic Inc. Oakland, California
- ContextLogic Holdings Inc. Oakland, California
- Emerald Lake Pearl Acquisition Blocker, LLC, Subsidiary · Delaware, United States
- US Salt Holdings, LLC, Subsidiary · Delaware, United States
- US Salt Intermediate Holdings, LLC, Subsidiary · Delaware, United States
- US Salt Investors, LLC, Subsidiary · Delaware, United States
- US Salt Parent Holdings, LLC, Subsidiary · Delaware, United States
- US Salt, LLC, Subsidiary · Delaware, United States
- ContextLogic Holdings Inc. Oakland, California
Built from 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 ContextLogic 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.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $77.0M5 Dec 31, 2025 | $66.0M5 Dec 31, 2024 | +16.7% |
| Marketable securities, current | $141.0M5 Dec 31, 2025 | $83.0M5 Dec 31, 2024 | +69.9% |
Properties, in its own words
Our corporate headquarters is a virtual office in Oakland, California.
Item 2 of the 10-K filed Mar 5, 2026.4
Leadership
Who has led ContextLogic Holdings Inc., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
Chief operating officer
- Chief financial officerChad Cordell Chevalier Apr 6, 2026 to Jun 3, 20268
- Chief financial officerScott Matthew Stewart Jun 3, 2026 to now9
- Chief financial officerMichael Gerard Scarola Nov 18, 2025 to Apr 6, 202610
- Chief operating officerScott Matthew Stewart Jun 3, 2026 to now9
Board members and other officers (6)
- Board memberJennifer Kwon Chou Jan 20, 2026 to now11
- Board memberDavid C. Abrams Feb 26, 2026 to now12
- Board memberRaja Bobbili Feb 26, 2026 to now13
- Board memberPaul S. Levy Apr 3, 2026 to now14
- Board memberMarshall Heinberg Dec 8, 2025 to now15
- Board memberMichael Farlekas Dec 8, 2025 to now16
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- ContextLogic Holdings, LLC, Delaware3
- Emerald Lake Pearl Acquisition Blocker, LLC, Delaware3
- US Salt Holdings, LLC, Delaware3
- US Salt Intermediate Holdings, LLC, Delaware3
- US Salt Investors, LLC, Delaware3
- US Salt Parent Holdings, LLC, Delaware3
- US Salt, LLC, Delaware3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- Easter Parent, Inc.Apr 17, 2025 to Jun 18, 20252
Timeline
- Aug 13, 20268-K Results of operations; Regulation FD disclosure17
- Aug 5, 20268-K Entered a material agreement; Results of operations; Other events18
- Jul 21, 20268-K Financial statements and exhibits19
- Jun 16, 20268-K Shareholder vote20
- Jun 1, 20268-K Executive or director change; Regulation FD disclosure21
- May 15, 20268-K Results of operations; Regulation FD disclosure22
- Apr 1, 20268-K Executive or director change; Regulation FD disclosure23
- Mar 30, 20268-K Change of auditor24
- Mar 5, 20268-K Results of operations; Regulation FD disclosure25
- Mar 5, 20268-K Completed an acquisition or sale26
- Feb 26, 20268-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation27
- Feb 23, 20268-K Other events28
Calendar
When it reported results
- Aug 13, 2026Reported quarterly or annual results17
- Aug 5, 2026Reported quarterly or annual results18
- May 15, 2026Reported quarterly or annual results22
- Mar 5, 2026Reported quarterly or annual results25
- Oct 28, 2025Reported quarterly or annual results29
- Aug 7, 2025Reported quarterly or annual results30
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
75 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 20 major events, 27 insider forms, 1 large holders, 22 other. The latest 20:
- Aug 13, 202610-Q EDGAR
- Aug 13, 20268-K EDGAR
- Aug 5, 20268-K EDGAR
- Jul 21, 20268-K/A EDGAR
- Jun 16, 20268-K EDGAR
- Jun 15, 20264 EDGAR
- Jun 10, 20264 EDGAR
- Jun 5, 20264 EDGAR
- Jun 3, 20264 EDGAR
- Jun 3, 20263 EDGAR
- Jun 3, 20264 EDGAR
- Jun 1, 20268-K EDGAR
- May 28, 20264 EDGAR
- May 21, 20264 EDGAR
- May 15, 202610-Q EDGAR
- May 15, 20268-K EDGAR
- Apr 28, 2026DEFA14A EDGAR
- Apr 28, 2026DEF 14A EDGAR
- Apr 14, 2026PRE 14A EDGAR
- Apr 6, 20263 EDGAR
The 75 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
22 open-market trades by officers, directors and large owners since October 2021: 22 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 12, 2026 | Stewart Scott MatthewCFO & COO | Buy | 10,000 | $9.76 | $97.6K | Form 4 |
| Jun 8, 2026 | LEVY PAUL SDirector | Buy | 12,926 | $9.17 | $118.5K | Form 4 |
| Jun 5, 2026 | LEVY PAUL SDirector | Buy | 63,019 | $9.06 | $571.0K | Form 4 |
| Jun 4, 2026 | LEVY PAUL SDirector | Buy | 1,000 | $9.04 | $9.0K | Form 4 |
| Jun 3, 2026 | LEVY PAUL SDirector | Buy | 35,409 | $9.02 | $319.4K | Form 4 |
| Jun 2, 2026 | LEVY PAUL SDirector | Buy | 18,981 | $9.05 | $171.8K | Form 4 |
| Jun 1, 2026 | LEVY PAUL SDirector | Buy | 6,712 | $9.02 | $60.5K | Form 4 |
| May 28, 2026 | Bobbili RajaDirector | Buy | 92,918 | $8.75 | $813.0K | Form 4 |
| May 27, 2026 | Bobbili RajaDirector | Buy | 4,862 | $8.75 | $42.5K | Form 4 |
| May 26, 2026 | Bobbili RajaDirector | Buy | 32,421 | $8.63 | $279.8K | Form 4 |
| May 21, 2026 | Bobbili RajaDirector | Buy | 45,430 | $8.69 | $394.8K | Form 4 |
| May 20, 2026 | Bobbili RajaDirector | Buy | 87,295 | $8.77 | $765.6K | Form 4 |
| May 19, 2026 | Bobbili RajaDirector | Buy | 17,275 | $8.74 | $151.0K | Form 4 |
| Mar 17, 2026 | Bobbili RajaDirector | Buy | 29,000 | $8.60 | $249.4K | Form 4 |
| Mar 16, 2026 | Bobbili RajaDirector | Buy | 29,271 | $8.34 | $244.1K | Form 4 |
| Mar 13, 2026 | Bobbili RajaDirector | Buy | 35,229 | $8.20 | $288.9K | Form 4 |
| Mar 12, 2026 | Bobbili RajaDirector | Buy | 6,500 | $8.00 | $52.0K | Form 4 |
| Mar 10, 2026 | Bobbili RajaDirector | Buy | 87,366 | $7.90 | $690.2K | Form 4 |
| Mar 9, 2026 | Bobbili RajaDirector | Buy | 162,634 | $7.92 | $1.3M | Form 4 |
| Feb 26, 2026 | Bobbili RajaDirector | Buy | 1,758,794 | $7.00 | $12.3M | Form 4 |
All 22 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.
- ABRAMS CAPITAL MANAGEMENT, L.P.SCHEDULE 13D, 1 filing Feb 26, 202631
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 | Rishi BajajFormer Chief Executive Officer | $516.7K | $7.8M32 | |
| 2025 | Brett JustFormer Chief Financial Officer | $275.0K | $684.3K32 | |
| 2025 | Michael ScarolaFormer Chief Financial Officer | $237.7K | $399.5K32 |
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 |
|---|---|---|---|---|
| Mason Capital Management LLC | 291,341 | $2.6M | 0.4% | New |
| Oakworth Capital, Inc. | 624 | $5.6K | 0.0% | No change |
| GAMMA Investing LLC | 525 | $4.7K | 0.0% | No change |
| Kelleher Financial Advisors | 134 | $1.2K | 0.0% | +67 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How ContextLogic 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 EDGARContextLogic Holdings Inc.1
- CIK0002064307
- Employer ID (EIN)27-29309534
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)1400 Mining & Quarrying of Nonmetallic Minerals (No Fuels)1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address2648 International Blvd., Ste. 115, Oakland, CA 946011
- Phone415-965-84761
- Shares outstanding45,753,716 as of Jul 31, 20266
- Public float$181.0M as of Jun 30, 20254
- AuditorBPM LLP, San Jose, California PCAOB ID 207; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceApr 17, 20251
- Filings75 in all: 4 (21), 8-K (16), 3 (6), 10-Q (4), 8-K/A (4), CORRESP (3), EFFECT (3), 424B3 (2)1
All 23 form types
UPLOAD (2), 10-K (1), 424B4 (1), 8-K12G3 (1), DEF 14A (1), DEFA14A (1), DRS (1), POS AM (1), PRE 14A (1), S-1 (1), S-1/A (1), S-4 (1), S-4/A (1), S-8 (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Mar 5, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Apr 28, 2026
Latest 8-K (8-K) Aug 13, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| LOGC |
From the cover page of the 10-K filed Mar 5, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks ContextLogic Holdings Inc. names in Item 1A of its 10-K filed Mar 5, 2026: 65 risks under these headings, as written.4
- Risks Related to the US Salt Acquisition, Backstop Agreements, and Financings
- Risks Related to Our Business
- Risks Related to our NOLs and Other Tax Attributes
- Risks Related to our Business Plan, Future Operations and Internal Controls
- Risks Related to Our Common Stock
- We and US Salt may incur significant cost, time, effort and attention on integration and the development of necessary support. These may hinder our ability to realize the expected benefits of the US Salt Acquisition.
- As owner of US Salt, we operate a substantially larger entity in an industry and locations in which we did not previously operate, subject to additional regulations, risks and uncertainties that we have not previously faced. These could exceed our expectations and have a negative impact on our financial condition and results of operations.
- The market price of ContextLogic common stock after the US Salt Acquisition may be affected by factors different from those affecting our shares prior to the US Salt Acquisition.
- The US Salt Acquisition may not be accretive to earnings and if not accretive, may cause dilution to our earnings per share.
- Our acquisition of US Salt may expose us to unknown or contingent liabilities for which we will not be adequately indemnified.
- The proposed Financings in connection with the US Salt Acquisition and future debt financing arrangements that we or our subsidiaries may enter into otherwise, may contain various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests. Failure to comply with these limits could have a material adverse effect on our operations, business and financial results.
- Impairment of US Salt’s intangible assets could result in significant charges that could adversely impact our future operating results.
The other 58 risks
- We may invest or spend the proceeds in this Rights Offering in our discretion, which may include ways with which holders may not agree and in ways that may not earn a profit.
- If we are deemed to be an investment company under the ICA, our results of operations could be harmed.
- We continue to incur the expense of complying with public company reporting requirements.
- We have been, and may in the future be, involved in litigation matters or other legal proceedings that are expensive and time consuming.
- We depend upon our subsidiary, ContextLogic Holdings, LLC, for our cash flows and we may not have sufficient cash flows or cash on hand to satisfy our obligations, or we may not be able to effectively manage our business.
- Our subsidiary, Holdings, is subject to certain restrictions under A&R LLCA, which could affect our ability to execute our operational and strategic objectives.
- The holders of the Preferred Units have rights, preferences and privileges in Holdings that are not held by, and are preferential to, the rights of the Company. Holdings may be required, under certain circumstances, to repurchase the outstanding Preferred Units for cash, and such obligations could adversely affect our liquidity and financial condition.
- We may not obtain the expected benefits of the Reorganization.
- The transfer restrictions included in our Certificate of Incorporation may cause the market price of ContextLogic common stock to decline.
- The transfer restrictions may impede or discourage efforts by a third party to acquire us, even if doing so would benefit stockholders.
- The transfer restrictions may not be enforceable, and an ownership change may occur with the result that the ability to use the tax attributes could be severely limited.
- Future legislation may result in us being unable to realize the tax benefits of the Company’s tax attributes.
- We may not be able to make use of the existing tax benefits of the NOLs because we may not generate taxable income.
- The IRS could challenge the amount of the NOLs or claim that we experienced an ownership change including in connection with the US Salt Acquisition, which could reduce the amount of NOLs that we can use.
- We may not be able to utilize a significant portion of our net operating loss carryforwards, and other tax attributes, which could adversely affect the value of our common stock.
- An “ownership change” could limit the use of our NOLs and our potential to derive a benefit from our NOLs.
- Risks Related to our Business Plan and Future Operations
- We may face difficulties or delays or be unsuccessful in a search to acquire additional operating businesses or assets, and we may expend significant time and capital on a prospective business or asset acquisition that is not ultimately consummated.
- We may attempt to complete an acquisition with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise be compatible with us as expected.
- Our business could suffer if we are unsuccessful in making, integrating, and maintaining any future acquisitions and investments.
- The success of our business will depend, in part, on the continued services of certain key personnel and our ability to attract and retain qualified personnel.
- Our officers and directors, including our President, will allocate their time to other businesses, thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs.
- Certain of our officers and directors are now, and may in the future become, affiliated with entities engaged in business activities similar to ours, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, which may cause conflicts of interest in determining whether to present opportunities to us or to such other entities.
- Risks Related to the Asset Purchase Agreement
- We have counterparty risk with the Buyer and its affiliates for certain ongoing obligations under the Asset Purchase Agreement and the failure of the Buyer and its affiliates to perform their obligations could cause us to suffer losses.
- Risks Related to Our Internal Controls
- We have previously identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
- Our management is required to evaluate the effectiveness of our disclosure controls and internal control over financial reporting. If we are unable to maintain effective disclosure controls and internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports.
- We transferred the trading of our common stock from The Nasdaq Stock Market to the OTCQB. Because ContextLogic common stock is traded on the OTC Markets, our stockholders' ability to sell their shares in the secondary trading market may be limited.
- Our stockholders may not be afforded any opportunity to evaluate or approve an asset or business acquisition as we pursue strategic alternatives.
- We are a smaller reporting company, and any decision on our part to comply only with reduced reporting and disclosure requirements applicable to such companies could make our common stock less attractive to investors.
- We do not intend to pay dividends on our capital stock, so any returns will be limited to increases in the value of ContextLogic common stock.
- We do not expect to pay any cash dividends to the holders of ContextLogic common stock in the foreseeable future and the availability and timing of future cash dividends, if any, is uncertain.
- The price of ContextLogic common stock has been and continues to be volatile. Declines in the price of ContextLogic common stock have resulted in and could subject us to future litigation.
- ContextLogic's Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
- Risks Related to US Salt
- Operational Risks
- Native geological conditions could adversely affect results of US Salt’s operations.
- US Salt’s concentration in salt products limits diversification and amplifies exposure to end-market, regulatory and competitive risks.
- US Salt is subject to customer concentration, with a limited number of customers accounting for a portion of US Salt’s revenues.
- US Salt’s operations are concentrated at a single, integrated facility, and US Salt is also dependent on critical equipment.
- US Salt’s business is capital intensive, and the inability to fund necessary capital expenditures or successfully complete US Salt’s capital projects could have an adverse effect on US Salt’s growth and profitability.
- Strikes, other forms of work stoppage or slowdown and other union activities could disrupt US Salt’s business and negatively impact US Salt’s financial results.
- Financial Risks
- US Salt’s indebtedness and any potential inability due to outside factors to pay US Salt’s indebtedness could adversely affect US Salt’s business and financial condition.
- US Salt and its owners may be subject to tax liabilities which could adversely impact their profitability, cash flow and liquidity.
- US Salt has identified a material weakness in its internal controls, and US Salt cannot provide assurances that this weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.
- Competition, Sales and Pricing Risks
- US Salt’s products face strong competition and if US Salt fails to successfully attract and retain customers and invest in capital improvements, productivity, quality improvements and product development, sales of US Salt’s products could be adversely affected.
- Inflation could result in higher costs and decreased profitability.
- Legal, Regulatory and Compliance Risks
- US Salt relies solely on its own on-site power generation to power its manufacturing operations and any disruption or failure in its power system could adversely impact its business, results of operations and financial condition.
- US Salt’s operations heavily rely on natural gas and are therefore exposed to changes in the price and availability of natural gas.
- US Salt’s operations depend on US Salt’s rights and governmental authorizations to mine and operate US Salt’s properties.
- Unanticipated litigation or investigations, or negative developments in pending litigation or investigations or with respect to other contingencies, could adversely affect US Salt.
- US Salt is subject to Environmental, Health and Safety laws and regulations which could become more stringent and adversely affect US Salt’s business.
- US Salt could incur significant environmental liabilities with respect to US Salt’s current facility, adjacent or nearby third-party facilities or off-site disposal locations.
- Compliance with import and export requirements, the Foreign Corrupt Practices Act and other applicable anti-corruption laws may increase the cost of doing business.
- US Salt is subject to costs and risk associated with a complex regulatory, compliance and legal environment, and US Salt may be adversely affected by changes in laws, industry standards and regulatory requirements.
- US Salt may face significant product liability claims and product recalls, which could harm US Salt’s business and reputation.
- US Salt’s intellectual property may be misappropriated or subject to claims of infringement.
- Strategic and Other Business Risks
- US Salt may not successfully implement its strategies.
- US Salt’s business is dependent upon personnel, including highly skilled personnel. A labor shortage or the loss of key personnel may have a material adverse effect on US Salt’s performance.
- If US Salt’s computer systems, information technology or operations technology are disrupted or compromised, US Salt’s ability to conduct US Salt’s business will be adversely impacted.
- Climate change and related laws and regulations could adversely affect US Salt.
Legal proceedings
The information set forth under the heading “Legal Contingencies and Proceedings” within Item 8, "Financial Statements and Supplementary Data, Note 6. Commitments and Contingencies", in Part II of this Report, is incorporated herein by reference.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 11SEC EDGARJennifer Kwon Chou, Board member
- 12SEC EDGARDavid C. Abrams, Board member
- 13SEC EDGARRaja Bobbili, Board member
- 14SEC EDGARPaul S. Levy, Board member
- 15SEC EDGARMarshall Heinberg, Board member
- 16SEC EDGARMichael Farlekas, Board member
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- 19SEC EDGARFinancial statements and exhibits
- 20SEC EDGARShareholder vote
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- 24SEC EDGARChange of auditor
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- 26SEC EDGARCompleted an acquisition or sale
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- 28SEC EDGAROther events
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