Vroom, Inc. is a parent company of United Auto Credit Corporation (UACC) and CarStory. Previously, Vroom was a used car retailer and e-commerce company that let consumers buy, sell, and finance cars online. Vroom ceased e-commerce automotive sales operations on January 22, 2024.3 Its shares trade on Nasdaq under the symbol VRM.1Wikipedia text CC BY-SA 4.0
Vroom, Inc. is a parent company of United Auto Credit Corporation (UACC) and CarStory. Previously, Vroom was a used car retailer and e-commerce company that let consumers buy, sell, and finance cars online. Vroom ceased e-commerce automotive sales operations on January 22, 2024.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Out of $893.2M in revenue.8910 The company lost money this year.
Financial statements
Revenue12138$893.2M in 2023−25% since 2019Gross profit12138$161.9M in 2023+180% since 2019Operating income121389$0 in 2023−100% since 2019Net income1213910-$364.6M in 2023+155% since 2019
Every line of the income statement as filed: the last 2 fiscal years, latest first.11
Period ending
2025-12-31
2024-12-31
Interest income
$171.7M
$201.8M
Warehouse credit facility
$17.6M
$29.3M
Securitization debt
$33.0M
$30.1M
Total interest expense
$50.5M
$59.4M
Net interest income
$121.1M
$142.5M
Realized and unrealized losses, net of recoveries
$97.3M
$119.9M
Net interest income (loss) after losses and recoveries
$23.8M
$22.6M
Servicing income
$4.7M
$6.5M
Warranties and GAP income (loss), net
$14.5M
-$2.6M
CarStory revenue
$6.9M
$11.6M
Other income
$10.4M
$10.8M
Total noninterest income
$36.4M
$26.4M
Compensation and benefits
$70.2M
$97.3M
Professional fees
$11.9M
$12.0M
Software and IT costs
$11.9M
$15.1M
Depreciation and amortization
$3.4M
$29.1M
Interest expense on corporate debt
$2.8M
$5.8M
Impairment charges
$4.2M
$5.2M
Other expenses
$9.8M
$16.3M
Total expenses
$114.0M
$180.8M
Loss from continuing operations before reorganization items and provision for income taxes
-$53.8M
-$131.8M
Reorganization items, net
-$5.6M
(Loss) income from continuing operations before provision for income taxes
-$53.8M
-$137.4M
Provision for income taxes from continuing operations
$294.0K
$856.0K
Net income (loss) from continuing operations
-$54.0M
-$138.2M
Net income (loss) from discontinued operations
$996.0K
-$26.9M
Net (loss) income
-$53.0M
-$165.1M
Net (loss) income per share attributable to common stockholders, continuing operations, basic
-$10
-$76
Net (loss) income per share attributable to common stockholders, Discontinued operations, basic
$0
-$15
Net (loss) income per share attributable to common stockholders, basic
-$10.24
-$91.07
Net (loss) income per share attributable to common stockholders, continuing operations, diluted
-$10
-$76
Net (loss) income per share attributable to common stockholders, Discontinued operations, diluted
$0
-$15
Net (loss) income per share attributable to common stockholders, diluted
-$10.24
-$91.07
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, basic
5.2M shares
1.8M shares
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, diluted
5.2M shares
1.8M shares
No quarter-by-quarter statement was filed.
Total assets171213810$1.5B in 2023+162% since 2019Total liabilities171213810$1.3B in 2023+413% since 2019Shareholders’ equity1381011$127.7M in 2023Cash171213810$135.6M in 2023−38% since 2019Long-term debt138$454.2M in 2023−26% since 2021
Total assets141516$941.3M in Q2 FY2026−1% since Q3 FY2025Total liabilities141516$820.3M in Q2 FY2026−0% since Q3 FY2025Shareholders’ equity141516$99.8M in Q2 FY2026−21% since Q3 FY2025Cash141516$16.4M in Q2 FY2026+32% since Q3 FY2025Long-term debt141516$489.4M in Q2 FY2026−1% since Q3 FY2025
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.11
Period ending
2025-12-31
2024-12-31
2023-12-31
Cash and cash equivalents
$10.4M
$29.3M
Restricted cash (including restricted cash of consolidated VIEs of $55.8 million and $48.1 million, respectively)
$55.9M
$49.0M
Finance receivables at fair value (including finance receivables of consolidated VIEs of $777.0 million and $467.3 million, respectively)
$808.6M
$503.8M
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $0.0 million and $310.0 million, respectively)
$318.2M
Property and equipment, net
$6.7M
$4.1M
Intangible assets, net
$12.4M
$104.9M
Operating lease right-of-use assets
$5.8M
$6.9M
Other assets (including other assets of consolidated VIEs of $9.8 million and $10.8 million, respectively)
$24.7M
$35.5M
Assets from discontinued operations
$46.0K
$943.0K
Total assets
$937.4M
$1.1B
Warehouse credit facilities of consolidated VIEs
$318.7M
$359.9M
Related party line of credit (Note 20)
$18.5M
Long-term debt (including securitization debt of consolidated VIEs of $393.2 million at fair value as of December 31, 2025 and $210.7 million at amortized cost, and $142.6 million at fair value as of December 31,2024)
$423.2M
$381.4M
Related party note (Note 20)
$10.0M
Operating lease liabilities
$9.1M
$11.1M
Other liabilities (including other liabilities of consolidated VIEs of $15.7 million and $13.8 million, respectively)
$41.1M
$49.7M
Liabilities subject to compromise (Note 6)
$291.6M
Liabilities from discontinued operations
$124.0K
$4.0M
Total liabilities
$820.8M
$1.1B
Common stock, $0.001 par value; 250,000,000 shares authorized as of December 31, 2025 and 500,000,000 shares authorized as of December 31, 2024; 5,199,641 and 1,822,532 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
$5.0K
$2.0K
Additional paid-in-capital
$169.7M
$2.1B
Accumulated deficit
-$53.0M
-$2.1B
Total stockholders' equity (deficit)
$116.6M
-$30.9M
$127.7M
Total liabilities and stockholders' equity (deficit)
$937.4M
$1.1B
Interest receivable
$12.8M
$14.1M
Common stock, par value
$0.00
$0.00
Common stock, shares authorized
250.0M shares
500.0M shares
Common stock, shares issued
5.2M shares
1.8M shares
Common stock, shares outstanding
5.2M shares
1.8M shares
Period ending
2025-12-31
2024-12-31
2023-12-31
Cash and cash equivalents
$10.4M
$29.3M
Restricted cash (including restricted cash of consolidated VIEs of $55.8 million and $48.1 million, respectively)
$55.9M
$49.0M
Finance receivables at fair value (including finance receivables of consolidated VIEs of $777.0 million and $467.3 million, respectively)
$808.6M
$503.8M
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $0.0 million and $310.0 million, respectively)
$318.2M
Property and equipment, net
$6.7M
$4.1M
Intangible assets, net
$12.4M
$104.9M
Operating lease right-of-use assets
$5.8M
$6.9M
Other assets (including other assets of consolidated VIEs of $9.8 million and $10.8 million, respectively)
$24.7M
$35.5M
Assets from discontinued operations
$46.0K
$943.0K
Total assets
$937.4M
$1.1B
Warehouse credit facilities of consolidated VIEs
$318.7M
$359.9M
Related party line of credit (Note 20)
$18.5M
Long-term debt (including securitization debt of consolidated VIEs of $393.2 million at fair value as of December 31, 2025 and $210.7 million at amortized cost, and $142.6 million at fair value as of December 31,2024)
$423.2M
$381.4M
Related party note (Note 20)
$10.0M
Operating lease liabilities
$9.1M
$11.1M
Other liabilities (including other liabilities of consolidated VIEs of $15.7 million and $13.8 million, respectively)
$41.1M
$49.7M
Liabilities subject to compromise (Note 6)
$291.6M
Liabilities from discontinued operations
$124.0K
$4.0M
Total liabilities
$820.8M
$1.1B
Common stock, $0.001 par value; 250,000,000 shares authorized as of December 31, 2025 and 500,000,000 shares authorized as of December 31, 2024; 5,199,641 and 1,822,532 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
$5.0K
$2.0K
Additional paid-in-capital
$169.7M
$2.1B
Accumulated deficit
-$53.0M
-$2.1B
Total stockholders' equity (deficit)
$116.6M
-$30.9M
$127.7M
Total liabilities and stockholders' equity (deficit)
$937.4M
$1.1B
Interest receivable
$12.8M
$14.1M
Common stock, par value
$0.00
$0.00
Common stock, shares authorized
250.0M shares
500.0M shares
Common stock, shares issued
5.2M shares
1.8M shares
Common stock, shares outstanding
5.2M shares
1.8M shares
Cash from operations1213810-$533.7M in 2023+147% since 2019Capital spending1213810$2.6M in 2023−26% since 2019Free cash flow1213810-$536.3M in 2023+145% since 2019Share buybacks12$1.8M in 2020−69% since 2019
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.11
Period ending
2025-12-31
2024-12-31
Net (loss) income from continuing operations
-$54.0M
-$138.2M
Impairment charges
$4.2M
$5.2M
Profit share receivable
-$554.0K
$11.6M
Depreciation and amortization
$3.4M
$29.1M
Amortization of debt issuance costs
$4.3M
Losses on finance receivables and securitization debt, net
$108.5M
$129.6M
Losses on Warranties and GAP
$7.0M
$8.0M
Stock-based compensation expense
$5.2M
$5.9M
Provision to record finance receivables held for sale at lower of cost or fair value
-$4.6M
Amortization of unearned discounts on finance receivables at fair value
-$15.9M
Non-cash reorganization items, net
$2.4M
Other, net
-$909.0K
-$4.6M
Originations of finance receivables, held for sale
-$404.2M
Principal payments received on finance receivables, held for sale
$186.8M
Other
$1.6M
Interest receivable
$1.4M
$417.0K
Other assets
$7.1M
$15.3M
Other liabilities
-$3.6M
-$8.5M
Net cash provided by (used in) operating activities from continuing operations
$77.6M
-$175.8M
Net cash (used in) provided by operating activities from discontinued operations
-$2.4M
$78.7M
Net cash provided by (used in) operating activities
$75.2M
-$97.0M
Purchases of finance receivables, held for investment at fair value
-$419.7M
Principal payments received on finance receivables, held for investment at fair value
$316.8M
$115.9M
Principal payments received on beneficial interests
$1.2M
$2.4M
Purchase of property and equipment
-$7.1M
-$3.5M
Net cash (used in) provided by investing activities from continuing operations
-$108.8M
$114.9M
Net cash provided by investing activities from discontinued operations
$637.0K
$17.7M
Net cash (used in) provided by investing activities
-$108.2M
$132.6M
Proceeds from borrowings under secured financing agreements
$307.8M
$296.0M
Principal repayment under secured financing agreements
-$254.0M
-$251.5M
Proceeds from financing of beneficial interests in securitizations
$16.2M
$15.8M
Principal repayments of financing of beneficial interests in securitizations
-$13.6M
-$13.4M
Proceeds from warehouse credit facilities
$333.7M
$318.6M
Repayments of warehouse credit facilities
-$378.8M
-$380.0M
Proceeds from issuance of related party note
$10.0M
Proceeds from related party line of credit
$18.5M
Other financing activities
-$1.9M
-$364.0K
Net cash provided by (used in) financing activities from continuing operations
$37.9M
-$14.8M
Net cash used in financing activities from discontinued operations
-$151.2M
Net cash provided by (used in) financing activities
$37.9M
-$166.0M
Net increase (decrease) in cash, cash equivalents and restricted cash
vroom.com sits at the top of its group. 16 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
BlackRockFiled SC 13G/A on vroom.com, latest Apr 8, 2022 (3 filings since Jan 26, 2022)
vroom.comNew York City
AAGP, LLC d/b/a Vroom Subsidiary · Texas, United States
CarStory, LLC Subsidiary · Delaware, United States
UACC Auto Financing Trust III Subsidiary · Delaware, United States
UACC Auto Financing Trust IV Subsidiary · Delaware, United States
UACC Auto Financing Trust V Subsidiary · Delaware, United States
United Auto Credit Corporation Subsidiary · California, United States
United Auto Credit Financing LLC Subsidiary · Delaware, United States
Vast D.O.O. Subsidiary · Serbia
Vast.com, Inc. d/b/a CarStory Subsidiary · California, United States
Vroom Automotive Finance Corporation Subsidiary · California, United States
Vroom Automotive, LLC d/b/a Texas Direct Auto and Vroom and f/k/a Left Gate Property Holding, LLC Subsidiary · Delaware, United States
Vroom Finance Corporation Subsidiary · Delaware, United States
Vroom Finance Holdings, LLC Subsidiary · Delaware, United States
Vroom Logistics, LLC Subsidiary · Delaware, United States
Vroom Transportation Services, LLC Subsidiary · Delaware, United States
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 vroom.com 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.
UACC leases office space in Newport Beach, California, consisting of approximately 20,058 square feet of space under a lease that expires on March 31, 2029. UACC uses this space as its corporate headquarters and to support UACC's retail indirect financing, including risk management, dealer compliance, finance and accounting, human resources, information technology, sales and marketing, credit underwriting and funding, all of which support our Retail Financing segment.
In addition, UACC leases office space in Fort Worth, Texas, consisting of approximately 106,500 square feet of space under a lease that expires on September 30, 2031. UACC uses this space as its servicing center and to support UACC's retail indirect financing, including servicing, collections, remarketing and recovery operations. UACC also leases office space outside of Buffalo, New York, consisting of approximately 12,000 square feet of space under a lease that expires January 1, 2032. UACC uses this space as its buyer center and to conduct credit underwriting operations in support of its indirect retail financing. The Fort Worth and Buffalo spaces support our Retail Financing segment.
The rest of Item 2
We believe our existing and planned facilities are sufficient for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
The company was founded in August 2013 by Kevin Westfall and Marshall Chesrown as AutoAmerica. In November 2014, Elie Wurtman and Allon Bloch joined as co-founders to transform the company into a technological platform and the company was renamed Vroom. It also has a refurbishment facility in Stafford, Texas and was included on Forbes’ list of the Hottest E-Commerce Startups of 2015. Vroom's current CEO is Tom Shortt. He succeeded Paul Hennessy, who was previously the CEO of Priceline.com.
In December 2015, the company acquired Texas Direct Auto, a Stafford-based company founded in 2002 that is now owned by Vroom but operated as a separate brand. The combined company was profitable and reached $900 million in revenue in 2015. In February 2018, Vroom closed operations in its Whitestown, Indiana, facility and laid off approximately 25% of its staff in the New York City and Stafford, Texas locations. In December 2018, Vroom closed a Series G financing round of $146 million led by AutoNation and began scaling its operations again.
On January 22, 2024, Vroom announced "that it is discontinuing its e-commerce operations and winding down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses." Vroom owns and operates United Auto Credit Corporation (UACC), a leading automotive finance company, and CarStory, a leader in AI-powered analytics and digital services for automotive retail. UACC and CarStory will continue to serve their third-party customers and focus on growing those businesses".
In November 2024, Vroom filed for Chapter 11 bankruptcy protection with plans to convert debt into equity backed by its lenders. The company blamed a decline in sales following a pandemic boom. Vroom exited bankruptcy protection on January 15, 2025.
Rather than functioning as a peer-to-peer marketplace, Vroom was an e-commerce service that handled the entire transaction with no-haggle pricing. The company offered financing from more than 12 banks and delivered cars to customers nationwide. All cars that Vroom sold were reconditioned, and the company used proprietary RFID tracking and prioritization software to automate the refurbishment process. Vroom provided a seven-day money-back guarantee on purchases and a 90-day bumper-to-bumper warranty. Vroom also bought cars from customers, who could receive a cash voucher after submitting photos and information about the car online.
May 14, 2025Reported quarterly or annual results61
Mar 11, 2025Reported quarterly or annual results62
Feb 20, 2025Reported quarterly or annual results63
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
293 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 79 major events, 125 insider forms, 25 large holders, 2 private raises, 42 other. The latest 20:
49 open-market trades by officers, directors and large owners since October 2021: 16 buys and 33 sales. Grants, option exercises and gifts are left out.
BlackRockSC 13G/A, 3 filings Jan 26, 2022 to Apr 8, 202274
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.
Private offerings the company reported to the SEC on Form D.
Nov 25, 2025Raised $5 million in a private offering of debtForm D: $10.5 million offered in allForm D
Aug 29, 2025Raised $10 million in a private offering of debtForm D: 1 investor so farForm D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 36. Change is in shares since the quarter before.
From the cover page of the 10-K filed Mar 26, 2026 (Section 12(b) of the Exchange Act).18
Risk factors and legal proceedings
The risks vroom.com names in Item 1A of its 10-K filed Mar 26, 2026: 60 risks under these headings, as written.18
Risks Related to Our Emergence from Bankruptcy
We emerged from the Prepackaged Chapter 11 Case in January 2025, which consumed a substantial portion of time and attention of our management and could continue to subject us to risks and uncertainties.
As a result of the Prepackaged Chapter 11 Case, our historical financial information will not be indicative of our future performance.
Risks Related to Our Financial Condition, Results of Operations, Liquidity and Indebtedness
There are risks associated with the discontinuance of our ecommerce operations and wind-down of our used vehicle dealership business.
We may not generate sufficient liquidity to operate our business.
We have a history of losses and we may not achieve or maintain profitability in the future.
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our debt obligations.
We recognized an impairment charge related to long-lived assets. If our amortizable intangible assets or remaining long-lived assets become impaired in the future, we would incur additional impairment charges, which would negatively affect our operating results.
We may experience seasonal and other fluctuations in our quarterly results of operations, which may not fully reflect the underlying performance of our business.
Risks Related to Our Operations
The geographic concentration of UACC’s borrowers or dealerships creates an exposure to local and regional downturns or severe weather or catastrophic occurrences that may materially and adversely affect our business, financial condition and results of operations.
The other 50 risks
We depend on key personnel to operate our business, and if we are unable to retain, integrate, adequately compensate, and attract qualified personnel, our ability to develop and successfully grow our business could be harmed.
We are, and may in the future be, subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to the UACC Business
UACC may be unable to sell automotive finance receivables and generate gains on sales of those finance receivables, which could harm our business, results of operations, and financial condition.
UACC's securitizations may expose it to financing and other risks, and there can be no assurance that it will be able to access the securitization market in the future, which may require it to seek more costly financing.
UACC is currently experiencing increasing credit losses in interests it holds in automotive finance receivables and its credit scoring systems may not effectively forecast its automotive receivables loss rates. Higher than anticipated credit losses or prepayments or the inability to effectively forecast loss rates may negatively impact our operating results.
If UACC’s dealers do not submit a sufficient number of suitable automobile contracts to UACC for purchase, its results of operations may be impaired.
If UACC loses servicing rights on its automobile contracts, our results of operations would be impaired.
Risk retention rules may limit UACC’s liquidity and increase UACC’s capital requirements.
UACC may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow its business.
Risks Related to Cybersecurity and Privacy
An actual or perceived failure to maintain the security of personal information and other customer data that we collect, store, process, and use could harm our business, financial condition and results of operations.
If we or our third-party providers sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences.
Failure to comply with federal, state and local laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, as well as our actual or perceived failure to protect such information could harm our reputation and could adversely affect our business, financial condition and results of operations.
Risks Related to Our Industry and General Economic Conditions
Our businesses participate in highly competitive industries, and pressure from existing and new companies may adversely affect our business and results of operations.
General business and economic conditions, and risks related to the larger automotive ecosystem, including consumer demand, could reduce our sales and profitability, which could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Laws and Regulations
We operate in a highly regulated industry and are subject to a wide range of federal, state and local laws and regulations and executive orders. Failure to comply with these laws, regulations and executive orders could have a material adverse effect on our business, financial condition and results of operations.
Government regulation of the internet is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business, financial condition and results of operations.
Risks Related to Our Use of Data and Technology
Our success in utilizing the CarStory Real Market Price is dependent on our ability to offer accurate and competitive pricing for vehicles.
Our platform utilizes open-source software, and any defects or security vulnerabilities in the open-source software could negatively affect our business.
A significant disruption in service on our platform could damage our reputation and result in a loss of customers, which could harm our brand or our business, financial condition and results of operations.
Our CarStory business relies on artificial intelligence to facilitate the automotive retail experience, and we intend to expand our use of artificial intelligence in connection with UACC. If our use of artificial intelligence results in inaccurate data, regulatory scrutiny, privacy concerns or is otherwise unsuccessful, it could adversely affect our business, results of operations, and financial condition.
Any actual or perceived failure to comply with the evolving regulatory frameworks around the development and use of AI could adversely affect our business, results of operations, and financial condition.
Risks Related to Intellectual Property
Failure to adequately protect our intellectual property, technology and confidential information could harm our business, financial condition and results of operations.
Our agreements with employees, consultants, and third parties may not effectively prevent unauthorized use of our intellectual property, and we may be subject to claims asserting misappropriation of trade secrets or other confidential or sensitive information or ownership of what we regard as our own intellectual property.
We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services. Failure to renew or expand existing licenses may require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.
Risks Related to Ownership of Our Common Stock
Trading in our securities is highly speculative and poses substantial risks, and our securities were subject to dilution following effectiveness of the Plan.
Following our emergence from the Prepackaged Chapter 11 Case, a former holder of our previously issued Notes has the ability to significantly influence all matters submitted to stockholders of the reorganized company for approval.
Our common stock price may be volatile and the value of our common stock has declined since our initial public offering and may continue to decline regardless of our operating performance, and you may not be able to resell your shares at or above the price which you paid for them.
We do not intend to pay dividends on our common stock for the foreseeable future.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.
The issuance by us of additional shares of common stock or convertible securities would significantly dilute your ownership of us and could adversely affect our stock price.
The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock, and would significantly dilute existing stockholders.
Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
We may be unable to satisfy a Nasdaq listing rule or that of another national securities exchange.
The obligations associated with being a public company require significant resources and management attention.
We are a “smaller reporting company” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and Nasdaq regarding our internal control over financial reporting. If we experience material weaknesses or otherwise fail to maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
We are subject to scrutiny and changing expectations from investors, consumers, employees, regulators, and others regarding environmental, social and governance matters.
We may need to seek or raise additional debt or equity capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If such capital is not available to us, our business, financial condition and results of operations would be materially and adversely affected.
Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and depress the market price of our common stock.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, and federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
If securities analysts continue not to publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.
Risks Related to Tax Matters
We may be limited in our ability to utilize, or may not be able to utilize, net operating loss carryforwards to reduce our future tax liability.
Tax matters could impact our results of operations and financial condition.
Our tax attributes and future tax deductions may be reduced or significantly limited as a result of the consummation of the Plan and any restructuring or reorganization in connection therewith.
General Risk Factors
We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our results of operations.
Our insurance may not provide adequate levels of coverage against claims.
If our operating and financial performance in any given period does not meet the guidance that we provide to the public, the market price of our common stock may decline.
Short sellers of our stock may be manipulative and may drive down the market price of our common stock.
Stockholder activism could disrupt our business, cause us to incur significant expenses, hinder execution of our business strategy, and impact our stock price.
Legal proceedings
From time to time, we are subject to legal proceedings in the normal course of operating our business. The outcome of litigation, regardless of the merits, is inherently uncertain.
As previously disclosed, the Company has been subject to audits, requests for information, investigations and other inquiries from its regulators. These regulatory matters could continue to progress into legal proceedings as well as enforcement actions. The Company has incurred fines in certain states and could continue to incur fines, penalties, restitution, or alterations in the Company's business practices, which in turn, could lead to increased business expenses, additional limitations on the Company's business activities and further reputational damage, although to date such expenses have not had a material adverse effect on the Company’s financial condition, cash flows, or results of operations.
