RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this o...
RISK FACTORS. The Investor understands that such Investor’s investment in the securities being purchased by the Investor from the Company involves a high degree of risk. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the securities being purchased by the Investor from the Company. The Investor warrants that such Investor is able to bear the complete loss of such Investor’s investment in the securities being purchased by the Investor from the Company.
RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these f...
RISK FACTORS. Purchaser hereby agrees and acknowledges that it has been informed of the following: (i) there are factors relating to the subsequent transfer of any Securities acquired hereunder that could make the resale of such Securities difficult; and (ii) there is no guarantee that Purchaser will realize any gain from the purchase of the Securities. The purchase of the Securities involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect the Company’s business, operating results and financial condition. In such an event, the trading price for the Common Stock could decline substantially and Purchaser could lose all or part of its investment.
RISK FACTORS. ... 8 The Merger Values Involve Estimates that Will Not Be Adjusted............ 8 You Were Not Independently Represented in Establishing the Terms of the Mergers.............................. 9 The Interests of Pioneer, Pioneer USA and Their Directors and Officers May Differ From Your Interests........... 10 Pioneer USA Has Not Previously Offered the Partnerships for Sale to Others............................... 10 Pioneer USA Did Not Solicit Any Third- Party Offers......................... 10
RISK FACTORS. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN DETERMINING WHETHER TO VOTE TO APPROVE THE MERGER PROPOSALS. THE MERGER VALUES INVOLVE ESTIMATES THAT WILL NOT BE ADJUSTED Estimates of Proved Reserves and Future Net Revenues May Change. The calculations of the partnerships' proved reserves of crude oil, natural gas liquids and natural gas and future net revenues from those reserves included in this document are only estimates. The accuracy of any reserve estimate is a function of: - the quality of available data; - engineering and geological interpretation and judgment; - the assumptions about quantities of recoverable oil, natural gas liquids and natural gas reserves; - the assumptions about prices for crude oil, natural gas liquids and natural gas; and - the assumptions about costs to extract, transport and process, if necessary, crude oil, natural gas liquids and natural gas to their point of sale. Actual prices, production, operating expenses and quantities of recoverable oil and natural gas reserves may vary from those assumed in the estimates. The variances may be significant. Any significant variance from the assumptions used could result in the actual quantity of the partnerships' reserves and future net revenues being materially different from the estimates in the partnerships' reserve reports and in the calculation of the merger values. In addition, changes in production levels and changes in crude oil, natural gas liquids and natural gas prices after the date of the estimate may result in substantial upward or downward revisions. Assumptions about Reserves, Pricing and Costs Used in the Merger Values May Be Wrong. Pioneer and Pioneer USA based the reserve value component of the merger values on the discounted, or present value of, estimated future net revenues from the partnerships' properties using estimated reserves at June 30, 1999,
RISK FACTORS. Before purchasing any securities offered by this prospectus supplement, you should carefully consider the risk factors incorporated by reference into this prospectus supplement from our Annual Report on Form 10-K for the year ended December 31, 2017, the risks, uncertainties and additional information set forth in our SEC reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference into this prospectus supplement, and any risks described in any accompanying prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation by Reference of Information Filed with the SEC.” Additional risks not presently known or that are currently deemed immaterial could also materially and adversely affect our financial condition, results of operations, business and prospects. The market price and trading volume of our common stock may be volatile following the offer and sale of shares of our common stock pursuant to this prospectus supplement. The market price of our common stock may be highly volatile and be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results or distributions; • changes in our earnings estimates or publication of research reports by securities analysts; • increased difficulty in maintaining or obtaining financing on attractive terms, or at all; • changes in interest rates; • changes in market valuations of similar companies; • changes in the regulatory environment in which our business operates; • additions or departures of key management personnel; • actions by institutional stockholders; • speculation in the press or investment community; and • general market and economic conditions. Future offerings of debt securities, which would rank senior to our common stock upon our liquidation, and future offerings of equity securities, which would dilute ...
RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the risks and uncertainties described below, the risks set forth in our filings with the SEC and the other information contained in this Agreement before purchasing any Notes and Warrants. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospects. If any of the following risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt...
RISK FACTORS. Each Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and neither Issuer is in a position to express a view on the likelihood of any such contingency occurring. Factors which each Issuer believes may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. Each Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but an Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and neither of the Issuers represents that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated by reference herein) and reach their own views prior to making any investment decision. FACTORS THAT MAY AFFECT THE ISSUERS’ ABILITY TO FULFIL THEIR OBLIGATIONS UNDER THE NOTES ISSUED UNDER THE PROGRAMME Risks relating to MTRCL and its business Competition in Hong Kong from other transport providers may adversely affect MTRCL. MTRCL competes with other transport providers, principally franchised bus and public light bus operators, as well as non-franchised bus, tram and ferry operators, and taxis. MTRCL’s competitive strengths of speed, reliability and comfort may have been eroded in recent years with:
RISK FACTORS. An investment in the Fund is speculative and involves a substantial degree of risk. Investment in the Fund should be made only after consulting with independent, qualified sources of investment, legal, taxation, accounting and other advice. Please refer to the Risk factors set out in Part IV of the PPM.
