Item 1A. Risk Factors
Our
business activities and the value of our securities are subject to significant hazards and risks, including those described below. If
any such events should occur, our business, financial condition, liquidity and/or results of operations could be materially harmed,
and holders and purchasers of our securities could lose part or all of their investments.
These disclosures reflect the
Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to
whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Company
and Business Risks
The
report of the independent registered public accounting firm on our 2025 and 2024 financial statements contains a going concern qualification.
The
report of the independent registered public accounting firm covering our consolidated financial statements for the years ended December
31, 2025 and 2024 stated that certain factors, including that we have suffered recurring losses from operations and have an accumulated
deficit at December 31, 2025, raised substantial doubt as to our ability to continue as a going concern. Because we are not yet producing
sufficient revenue to sustain our operating costs, we are dependent upon raising capital to continue our business. If we are unable to
raise capital, we may be unable to continue as a going concern.
The
Company has incurred losses and anticipates continuing to incur losses while it commercializes and scales its business.
The
Company has incurred net losses since its inception, including net losses of $29,460,935 for the year ended December 31, 2025 and net losses of $3,621,948 for the year ended December 31, 2024. The
Company believes that it will continue to incur operating and net losses in the future while it grows, including following its
initial generation of revenues from the sale of its products, which may occur later than expected or not at all. We do not expect to
be profitable for the foreseeable future as we invest in our business, build capacity and ramp up operations, and cannot assure you
that it will ever achieve or be able to maintain profitability in the future. Even if we are able to successfully develop our
products and attract customers, there can be no assurance that we will be financially successful. For example, as the Company
expands its product portfolio and expands internationally, it will need to manage costs effectively to sell those products at its
expected margins. Failure to become profitable would materially and adversely affect the value of your investment. If the Company is
ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of
its products
The
Company has identified material weaknesses in its internal control over financial reporting.
We have identified material weaknesses
in our internal controls over financial reporting with regard to the assessment of the formal control environment and control activities.
We have not performed a risk assessment in relation to segregation of duties, or for the risk that the financial statements may be materially
misstated.
In addition, we have identified
a material weakness in our internal controls over financial reporting related to accounting for significant and non-standard transactions.
This weakness could result in errors or misstatements in our financial statements, which may not be detected in a timely manner. To note,
we filed a restatement of our previously issued financial statements on the interim financial statements included in the Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2025. We are actively working to remediate this weakness by enhancing our control
environment and implementing more robust procedures for the review and approval of such transactions.
Due to our limited
resources, we may not be able to effectively manage our operations, which may result in weaknesses in our infrastructure, risks
that we may not be able to comply with legal and regulatory requirements, and loss of employees and reduced productivity among
remaining employees. For example, our limited resources and workforce reduction may negatively impact our efforts, which could
result in unexpected costs and expenses and have a material adverse effect on our business, financial condition and prospects.
The existence of these material
weaknesses could adversely affect our ability to accurately report our financial condition and results of operations. It may also impact
investor confidence, potentially leading to a decline in our stock price and increased scrutiny from regulatory authorities.
Financial
results could vary significantly from quarter to quarter and may be subject to macroeconomic influences, and its projections may differ
materially from actual results.
The
Company’s operating results could vary significantly from quarter to quarter due to a variety of factors, many of which are outside
of its control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition, we may not
be able to predict our future revenues or results of operations. We base our current and future expense levels on our internal research
and development plans and forecasts, and our operating costs vary to the extent of our research and development and the planning for
additional products. As a result, we may incur significant or unanticipated expenses associated with the research and development efforts
of the products under our development. In addition to other risk factors discussed in this section, factors that may contribute to the
variability of our quarterly results include:
● use of available cash resources;
● the popularity of new products, and products released in prior periods;
● changes by our competitors;
● our success in entering new geographic markets;
● the timing of compensation expense associated with equity compensation grants.
As
a result of these and other factors, our quarterly and annual operating results could be materially adversely affected. Moreover, our
operating results may not meet the expectations of research analysts or investors, in which case the price of our common stock could
decrease significantly.
Requirement
for substantial additional financing to fund operations and complete the development and commercialization of technologies that may not
be done on favorable terms.
We
expect our expenses to increase in connection with our ongoing activities. We also expect to incur significant commercialization expenses
related to product manufacturing, marketing, sales and distribution. We cannot reasonably estimate the actual amounts necessary to successfully
complete the development and commercialization of our products. If we are unable to raise capital when needed or on attractive terms,
we could be forced to delay, reduce or eliminate research and development programs or any future commercialization efforts.
We
could use our capital resources sooner than currently expected. Our operating plans and other demands on our cash resources may change
as a result of many factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private
equity or debt financings or other capital sources, including potentially government funding, collaborations, licenses and other similar
arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe
we have sufficient funds for current or future operating plans. Attempting to secure additional financing may divert the Company’s
management from day-to-day activities, which may adversely affect its ability to develop products.
Future
capital requirements will depend on many factors, including:
In
addition, our products may not achieve commercial success. Accordingly, we will need to continue to rely on additional financing to achieve
our business objectives. Adequate additional financing may not be available on acceptable terms, or at all.
The
Company’s technology may not be successful in developing commercial products.
The
Company and its potential future collaborators may spend many years and dedicate significant financial and other resources to developing
its technology that may never be successfully commercialized. Its technology may never become successfully commercialized for, among
others, any of the following reasons:
● competitors may launch competing or more effective technology;
● our technology may not be commercially successful;
If
any of these things were to occur, it could have an adverse effect on our ability to raise additional capital, execute its business plan,
or remain in business.
If
we are unable to manage growth and expand operations successfully, our reputation and brand may be damaged, and the business and results
of operations may be harmed.
We
expect rapid growth and the number of facilities from which we operate to increase in the future. Our ability to effectively manage anticipated
growth and expansion of our operations will require us to do, among other things, the following:
These
enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources.
Furthermore, the Company’s growth has placed and will continue to place a strain on its operational, financial, and management
infrastructure. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability
to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner,
or at all. The Company’s failure to effectively manage growth and expansion could have a material adverse effect on its business,
results of operations, financial condition, prospects, reputation and brands, including impairing its ability to perform to its customers’
expectations.
Competing
in a competitive industry and failure to successfully compete with other companies in its industry may have a material adverse effect
on the business.
The
biomass to liquid fuel market is relatively new, and competition is still developing. Large early-stage markets, such as Europe, require
early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes.
In addition, there are multiple competitors worldwide with limited funding, which could cause poor experiences, hampering overall adoption
or trust in any particular provider.
Furthermore,
our current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may
be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or customer requirements
and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish
cooperative relationships with vendors of complementary products, technologies, or services to increase the availability of their solutions
in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.
New
competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater
marketing expertise and greater financial resources, which could put the Company at a competitive disadvantage. Future competitors could
also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. In light
of these factors, even if our offerings are more effective and of higher quality than those of our competitors, current or potential customers
may accept our competitors’ solutions instead of ours. If we fail to adapt to changing market conditions or continue to compete
successfully with current or new competitors, our growth will be limited, which would adversely affect the business and results of operations.
The
Company expects to rely on a limited number of industry partners for a significant portion of its near-term revenue.
Our
ability to successfully enter into, maintain and manage partnering arrangements will be critical factors to the success of our business
and growth. We rely heavily and expect to continue to rely heavily on such arrangements. We have limited or no control over the amount
or timing of resources that any third party commits to negotiating a partnering arrangement with it or, if negotiated and entered into,
the timing or the number of resources that a third party will commit to its projects. Any third party with which we are in negotiations
may experience a change of policy or priorities and may discontinue negotiations with us. Any of our industry partners may fail to perform
their obligations as expected. These industry partners may breach or terminate their agreements with us or otherwise fail to conduct
their partnering activities successfully and in a timely manner. Further, our industry partners may not develop commercially viable products
arising out of our partnering arrangements or devote sufficient resources to the development, manufacture, marketing, and/or sale of our
products. Moreover, disagreements with an industry partner regarding strategic direction, economics of the relationship between partners
and our intellectual property or other matters could develop, and any such conflict could reduce our ability to enter into future partnering
agreements and negatively impact our relationships with one or more existing industry partners. Any of these events could delay our anticipated
timelines, prevent the successful development and commercialization of our products, negatively impact our financial results, and prevent
us from ever achieving or sustaining profitability. Moreover, these negative consequences could be augmented in the event that we are
forced to seek replacement partners, particularly for those whose plant locations would have allowed favorable relevant feedstock
acquisition costs.
Partnering
opportunities could be harmed and the anticipated timelines could be delayed if:
Additionally,
because we have entered into exclusive arrangements with industry partners, other potential partners in our industry may choose to compete
against us, rather than partnering with us. This may limit our partnering opportunities and harm our business and prospects. Moreover,
our business could be negatively impacted if any of our industry partners undergo a change of control or assigns the rights or obligations
under any of its agreements. If any of our industry partners were to assign these agreements to our competitors or to a third party who
is not willing to work with us on the same terms or commit the same resources as the current industry partner, our business and prospects
could be adversely affected.
The
Company and its industry partners have a limited operating history utilizing its technology and different feedstocks, which may make
it difficult to evaluate its future viability and predict its future performance.
Our
operations to date have been limited to financing and staffing the Company and developing our technology platforms. Consequently,
predictions about our future success or viability may not be as accurate as they could be if we had a longer history of successfully
developing and commercializing products. Factors relating to our business that may contribute to these fluctuations include the following:
● delays in receipt of anticipated purchase orders;
● performance of independent distributors;
● our ability to obtain further regulatory clearances or approvals;
● customer response to the introduction of new product offerings; and
● fluctuations in foreign currency.
Governmental
programs designed to incentivize the production and consumption of low carbon fuels and carbon capture and utilization, may be implemented
in a way that does not include our products or could be repealed, curtailed or otherwise changed, which would have a material adverse
effect on our business and financial condition.
The
Company and other participants in the alternative energy and fuel industry rely on governmental programs requiring or incentivizing the
consumption of low carbon fuels. Renewable fuel has historically been more expensive to produce than fossil-based fuel, and these governmental
programs support a market for biomass-based fuel that might not otherwise exist. If any of these governmental incentives are repealed,
curtailed, or otherwise changed, we would likely see a decrease in demand for low carbon fuels and reduced revenue. If we are unable
to effectively respond to governmental changes in a cost-efficient manner, we may fail to achieve the financial results it expects or
that financial analysts and investors expect, and our business, prospects, financial condition, and operating results may be adversely
affected.
Products
produced by the Company’s process technologies compete with or are intended to displace comparable products produced using fossil
resources. The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited
amount of referenceable market data.
We
believe that there are a number of trends affecting our industry, including significant volatility in the price of the fossil-fuel feedstocks
used to produce nearly all intermediate and basic chemicals, dramatic swings in earnings and difficulty in forecasting future performance;
the increased availability of natural gas, especially in North America, and the growing spread between the price of crude oil and natural
gas; the chemical industry increasingly building large-scale manufacturing facilities; and increasing interest in the environmental
consequences of product purchases. While our business may be positively affected by these trends, our results may also be favorably or
unfavorably impacted by these and other trends that affect demand and pricing for intermediate and basic chemicals, including, among
others, changes in feedstock availability and pricing, developments in our industry and among our competitors, and changes in consumer
preferences and demand. Our failure to effectively manage these trends could have a material adverse effect on our business, results
of operations, financial condition, prospects, reputation and brands, including impairing our ability to perform to customers’
expectations. Additionally, we must often rely on our own market research to forecast sales, as detailed forecasts are not generally
obtainable from other sources at this early stage of the industry. Market research and projections by the Company of estimated total
retail sales, demographics, demand, and similar consumer research are based on assumptions from limited and unreliable market data, and
generally represent the personal opinions of its management team. A failure in the demand for our products to materialize as a result
of competition, technological change or other factors could have a material adverse effect on the business, results of operations, financial
condition or prospects of the Company.
The
Company is subject to risks associated with currency fluctuations, and changes in foreign currency exchange rates could impact its results
of operations.
The
Company operates mainly through three entities: AGIG, a Delaware corporation, AGIG LLC, a Delaware limited liability company, and Abundia
Global Impact Group (Ireland) Limited, an Irish limited liability company based in Kilpheak, Glenswilly, Co. Donegal, Ireland. The functional
and reporting currency for AGIG and AGIG LLC is the US dollar. The functional and reporting currency for AGIG Ireland is the Euro.
Significant
fluctuations in U.S. dollar to Euro exchange rates could affect the Company’s result of operations, cash position and funding requirements.
To the extent that fluctuations in currency exchange rates cause its results of operations to differ materially from its expectations
or the expectations of its investors, the trading price of the combined Company’s common stock could be adversely affected.
From
time to time, we may engage in exchange rate hedging activities in an effort to mitigate the impact of exchange rate fluctuations. As
part of our risk management program, we may enter into foreign exchange forward contracts to lock in the exchange rates for future foreign
currency transactions, which is intended to reduce the variability of its operating costs and future cash flows denominated in currencies
that differ from its functional currencies. We do not enter into these contracts for trading purposes or speculation, and the management
believes all such contracts are entered into as hedges of underlying transactions. Nonetheless, these instruments involve costs and have
risks of their own in the form of transaction costs, credit requirements and counterparty risk. If our hedging program is not successful,
or if we change our hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange
rates. Any hedging technique we implement may fail to be effective. If our hedging activities are not effective, changes in currency
exchange rates may have a more significant impact on the trading price of its common stock.
If
we are unable to attract, integrate, and retain additional qualified personnel, including top technical talent, our business could be
adversely affected.
Our
future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales
and other personnel. We face intense competition for qualified individuals from numerous other companies, many of whom have greater financial
and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those we have to
offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity.
We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and
benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before
we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive
as we expect, as we may face challenges adequately or appropriately integrating them into our workforce and culture. If we are unable
to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial
requirements, on a timely basis or at all, our business will be adversely affected.
Volatility
or lack of positive performance in our share price may also affect our ability to attract and retain our key employees. Many of our senior
management personnel and other key employees have become, or will soon become, vested in a substantial amount of shares of common stock,
restricted stock units or warrants to purchase common stock. Employees may be more likely to leave us if the shares they own or the shares
underlying their vested units or warrants have significantly appreciated in value relative to the original grant prices of the shares
or units or the exercise prices of the warrants, or, conversely, if the exercise prices of the warrants that they hold are significantly
above the market price of our common stock. If we are unable to appropriately incentivize and retain our employees through equity compensation,
or if we need to increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, operating
results and financial condition would be adversely affected.
Natural
or man-made disasters, social, economic and political instability, and other similar events — including pandemics — may significantly
disrupt the Company’s and its industry partners’ businesses and negatively impact its results of operations and financial
condition.
The
Company’s corporate headquarters are located in the U.S., with planned facilities in Houston, Texas, U.S., and we anticipate working
with our industry partners in multiple other locations, including non-U.S. sites. Our locations, including potential non-U.S. locations,
may be subject to social, economic and political instability, such as social uprisings. Additionally, any of the Company’s or its
industry partners’ facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes,
hurricanes, wildfires, floods, tsunamis, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks
and power outages, which may render it difficult or impossible for the Company or its industry partners to operate its business for some
period of time. The Company and its industry partners’ facilities would likely be costly to repair or replace, and any such efforts
would likely require substantial time. Any disruptions in the Company or its industry partners’ operations could negatively impact
its business and results of operations, and harm its reputation. Our disaster recovery plan may not be sufficient to address an actual
disaster, in particular any events that negatively impact us or our industry partners’ physical infrastructures. In addition, the
Company and its industry partners may not carry sufficient business insurance to compensate for losses that may occur. Any such losses
or damages could have a material adverse effect on our results of operations and financial conditions, and success as an overall business.
Technological
innovation by others could render our technology and the products produced uneconomical.
The
low carbon fuel industry is characterized by rapid and significant technological change. Our success will depend on our ability to maintain
a competitive position with respect to technological advances. Our technology and the products derived from the technology may be rendered
obsolete or uneconomical by technological advances, more efficient and cost-effective products or entirely different approaches developed
by one or more of our competitors. Though our plans are to continue to expend significant resources to enhance our technology platform
and processes, there are no assurances we will be able to keep pace with technological change.
Risks
Related to the Company’s Manufacturing and Commercialization
Fluctuations
in the prices of waste-based feedstocks used to manufacture the products produced using the Company’s process technologies may
affect us or our industry partners’ cost structure, gross margin and ability to compete.
We
may experience increases in the cost or a sustained interruption in the supply or shortage of waste-based feedstocks necessary for the
manufacture of our products. Any such increase in cost, supply interruption, or materials shortage could adversely impact our business,
prospects, financial condition, and operating results.
Substantial
increases in the prices for our feedstock could reduce our margins if we cannot recoup the increased costs through
increased sale prices on our product. Furthermore, fluctuations in fuel costs, or other economic conditions, may cause us to experience
significant increases in freight charges. If we are unable to effectively manage our supply chain and respond to disruptions to our supply
chain in a cost-efficient manner, we may fail to achieve the financial results we expect or that financial analysts and investors expect,
and our business, prospects, financial condition, and operating results may be adversely affected.
If
the Company is unable to successfully add additional process trains, it may not meet its customer demand.
To
be successful and compete economically, we will have to add additional reactor trains to the current operational design. This may
bring challenges with feedstock preparation and product recovery portions of the technology train. We may encounter difficulties in
scaling up production, including problems with the supply of key components. Even if we are successful in developing our
manufacturing capability, we do not know whether we will do so in time to satisfy the requirements of our customers. In order to
fully implement our business plan, we will need to operate a larger industrial commercial facility, develop strategic partnerships,
or find other means to produce greater volumes of finished product.
The
Company may face manufacturing capacity issues that may adversely affect its deployment targets.
To
successfully commercialize any of our products, the Company and its partners must have the capability to produce in significantly larger
quantities than it has to date at acceptable quality levels on a cost-effective basis, and otherwise effectively scale up its operations.
Any products that we develop to the point of commercial production may not perform in the same manner, or we may encounter operational
challenges for which it is unable to devise a workable solution. If this occurs, our ability to commercially scale our technology and
processes will be adversely affected, and with respect to any products that are brought to market, we may not be able to lower ours and
our partners’ cost of production, which would adversely affect our ability to increase the future profitability of the business.
Our expectations and estimates and the underlying assumptions regarding anticipated capital efficiencies and lower operating costs for
plants using our processes compared to conventional fossil-derived energy, fuels and chemicals may prove to be incorrect. We may never
achieve the necessary results to produce at a larger scale or achieve other production process efficiencies. Moreover, upon commercial
production of our alternative energy, fuels and chemicals, we anticipate it taking multiple months to ramp up production to target production
rate. Even if the Company and its partners are able to successfully produce on a larger scale, it may take longer than anticipated for
the plants to produce at target productions rates, which would affect our profitability. In addition, although the management team has
significant experience in chemical technology, the skills and knowledge gained in this area and in operating similar production facilities
may prove insufficient in connection with its operation of large-scale facilities.
While
abundant, if the availability of the waste-based feedstocks declines or competition for them increases, the Company may be required to
raise the prices of its products which could reduce the demand and affect its revenue.
The
production from our processes will require large volumes of feedstock. We cannot predict the future availability of any feedstock necessary
to produce products using our processes, or be sure that the suppliers of these feedstocks will be able to supply them in sufficient
quantities, in a timely manner or at a cost that allows us to competitively price chemicals produced using our processes. The supply
of feedstocks might be impacted by a wide range of factors, including a shift in supply demand, supply chain problems, and competition
for the feedstock and price. Declines in the availability of the feedstocks used for our products could force it to delay or reduce production,
raise the prices of products, and result in reduced demand and reduced revenue.
Failure
to continuously reduce operating and capital costs for the Company’s facilities that deploy its technologies may impact adoption
of its products and could negatively impact its business, financial condition, results of operations and prospects.
Our
business and results of operations are sensitive to a number of factors, both within and outside our control. In the event of a sustained
reduction in revenues, for whatever reason, it may be necessary to implement an expense reduction plan. The successful implementation
of an expense reduction plan, if and when deemed advisable by management, depends on many factors, including our ability to identify
the need for such a plan in a timely manner, to effectively implement such a plan, as well as certain factors which are beyond our control,
including economic conditions, labor market conditions and ability to maintain its management team to implement the plan. Any one of
these factors, or other unforeseen factors, could have a material adverse effect on our ability to implement any targeted cost savings
to stabilize its results of operations. Furthermore, if we are unable to reduce operating costs, we may be unable or substantially delayed
from expanding and commercializing the business.
Construction
of the Company’s facilities may not be completed in the expected timeframe or in a cost-effective manner. Any significant delays
in the construction of plants could severely impact its business, financial condition, results of operations and prospects.
We
have not completed development for all of our planned properties, and do not expect to have full annual production from all of our properties
until market conditions permit us to complete these development plans. We expect to incur significant capital expenditures until we have
completed the development of our properties. In addition, the development of our properties involves numerous regulatory, environmental,
political and legal uncertainties that are beyond its control, and that may cause delays in, or increase the costs associated with, their
completion. Accordingly, we may not be able to complete the development of the properties on schedule, at the budgeted cost or at all,
and any delays beyond the expected development periods or increased costs above those expected to be incurred could have a material adverse
effect on the business, financial condition, results of operations, and cash flows.
Risks
Related to the Company’s Legal, Regulatory, and Environmental, Health and Safety Matters
The
Company and its industry partners use hazardous materials and must comply with applicable environmental, health and safety laws and regulations.
Any claims relating to improper handling, storage or disposal of these materials or noncompliance with applicable laws and regulations
could adversely affect the business.
The
Company and its industry partners use hazardous chemicals and biological materials and are subject to a variety of international,
federal, state and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these
materials. Although the Company and its industry partners have implemented safety procedures for handling and disposing of these
materials and waste products, we cannot be sure that our safety measures are compliant with legal requirements or adequate to
eliminate the risk of accidental injury or contamination. In the event of contamination or injury, we could be held liable for any
resulting damages, and any liability could exceed its insurance coverage. There can be no assurance that neither the Company nor any
of its industry partners will not violate environmental, health and safety laws as a result of human error, accident, equipment
failure or other causes. Compliance with applicable environmental laws and regulations is expensive and time consuming, and the
failure to comply with past, present, or future laws could result in the imposition of fines, third-party property damage, product
liability and personal injury claims, investigation and remediation costs, the suspension of production, or a cessation of
operations. Our liability in such an event may exceed our total assets. Liability under environmental laws can be joint and several
and without regard to comparative faults. Environmental laws could become more stringent over time, imposing greater compliance
costs and increasing risks and penalties associated with violations, which could impair our research, development or production
efforts and harm its business. Accordingly, violations of present and future environmental laws by the Company or any of its
industry partners could restrict our ability to develop and commercialize chemicals using its processes, build out or expand
facilities, or pursue certain technologies, and could require us and our industry partners to acquire equipment or incur potentially
significant costs to comply with environmental regulations. In addition, our hazardous materials and environmental laws and
regulations related risks may augment as we expand our international operations, including imposition of laws and regulations
impacting its ability to transfer hazardous chemicals and biological materials between countries.
The
Company and its industry partners are subject to extensive international, national and subnational laws and regulations, and any changes
in relevant laws or regulations, or failure to comply with these laws and regulations could have a material adverse effect on its business.
Our
primary operations are in the United States, and we maintain contractual relationships with partners and suppliers in the United
Kingdom, Europe and other locations. We are also continuing to invest to increase our presence in the United States, the United
Kingdom and Europe. Managing this expansion requires additional resources and controls, and could subject us to risks associated
with international operations, including:
● challenges in arranging, and availability of, financing for customers;
● potential changes to our established business model;
● difficulty in establishing, staffing and managing foreign operations;
● restrictions on repatriation of earnings;
● regional economic and political conditions.
In
addition, any continued expansion is likely to involve the incurrence of significant upfront capital expenditures. As a result of these
risks, our current expansion efforts and potential future international expansion efforts may not be successful.
The
Company’s technology deployment sites require permitting and planning, some of which are in line with petrochemical standards. Any delays or being unable to secure these may adversely affect its deployment schedule.
As
a technology company partnering with other companies in the alternative energy, fuel, and chemical industry, the Company and its industry
partners are subject to extensive regulatory laws, rules and regulations in a variety of jurisdictions. For example, the Toxic Substances
Control Act, or TSCA, and analogous state laws and regulations impose requirements on the use, storage, and disposal of chemicals. A similar
program exists in the European Union, called REACH (Registration, Evaluation, Authorization, and Restriction of Chemical Substances).
The Occupational Safety and Health Act and analogous state laws and regulations govern the protection of the health and safety of employees.
The Clean Air Act and analogous state laws and regulations impose obligations related to air emissions. CERCLA (Comprehensive Environmental
Response, Compensation, and Liability Act) and analogous state laws and regulations govern the cleanup of hazardous substances. The Water
Pollution Control Act, also known as the Clean Water Act, and analogous state laws and regulations govern discharges into waters. In
addition, AGIG and its industry partners are or will be required to obtain and maintain various approvals, permits, licenses, registrations,
certifications and other requirements, such as air emission and water discharge permits, construction permits, boiler licenses and obtaining
Microbial Commercial Activity Notices from the EPA. The development of new processes, manufacture of new products, commercial sales of
our products as well as geographic expansion, and in particular international expansion, will subject the Company and/or its industry
partners to additional regulatory rules and regulations.
As
a condition to granting the permits and other approvals necessary for operating the Company and its partners’ production plants,
regulators could likewise make demands that increase our construction and operating costs, and result in the procurement of additional
financing. Failure to obtain and comply with all applicable permits and other approvals could halt construction and subject us and our
partners to future claims. We therefore cannot guarantee procurement or compliance with the terms of all permits and all other approvals
needed to complete the Company and its partners’ production plants.
In
addition to actual plant operations, liabilities could arise from investigation and cleanup of environmental contamination at the Company
and its partners’ production plants. The Company and its partners may also be subject to third-party claims alleging property damage
or personal injury due to the release of or exposure to hazardous substances. In addition, new laws, new regulations, new interpretations
of existing laws or regulations, future governmental enforcement of environmental laws, or other developments could result in significant
expenditures.
Any
failure by the Company or its industry partners to comply with applicable regulatory rules and regulations could harm its reputation
as well as its business, financial condition and operating results. In addition, regulatory approvals, registrations, permits, licenses,
certifications and other requirements may be denied or rescinded, resulting in significant delays, additional costs and abandonment of
certain planned activities, or require us to engage in costly and time-consuming efforts to remediate. Compliance with applicable regulatory
rules and regulations can be costly and time consuming.
The
Company may be subject to product liability claims, which could result in material expense, diversion of management time and attention
and damage to its business, reputation and brand.
We
could be subject to claims that our products or technologies are defective or have malfunctioned, or even that persons were injured or
purported to be injured as a result of such defects, and our customers may bring legal claims against us to attempt to hold us liable.
Any insurance that we carry may not be sufficient, or it may not apply to all situations. Similarly, to the extent that such malfunctions
are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. Any of
these events could adversely affect our brand, relationships with customers and vendors, operating results or financial conditions.
Any
defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could
result in any of the following, each of which could adversely affect our business and results of our operations:
● loss of existing or potential customers or partners;
● interruptions or delays in sales;
● delayed or lost revenue;
● delay or failure to attain market acceptance;
● delay in the development or release of new functionality or improvements;
● negative publicity and reputational harm;
● sales credits or refunds;
● exposure of confidential or proprietary information;
● diversion of development and customer service resources;
● breach of warranty claims;
● legal claims under applicable laws, rules and regulations; and
Although
we have contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of our agreements with
customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented,
may not fully or effectively protect from claims by customers, reseller, business partners or other third parties. Any insurance coverage
or indemnification obligations of suppliers may not adequately cover all such claims or cover only a portion of such claims. A successful
product liability, warranty, or other similar claim could have an adverse effect on our business, operating results and financial conditions.
In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert our time and other
resources and cause reputational harm.
Risks
Related to the Company’s Intellectual Property
The
Company has non-exclusive service agreements or licenses to some of its intellectual property related to its technological offering.
The
Company is a party to master license and service agreements with Alterra Energy LLC (“Alterra”), which allows us access to develop multiple
facilities. We expect to enter into additional strategic partnering arrangements in the future. Under our existing agreements, we
share, and would share, develop, to various degrees, intellectual property and know-how. Any disputes as to ownership of
intellectual property and know-how with a partner that may arise could encumber or prevent us using the disputed technology, could
harm our relationship with the relevant partner and would likely negatively affect our commercialization plans with respect to that
technology. Additionally, litigation may be necessary to resolve disputes as to the ownership of intellectual property rights as
between the Company and its industry partners, which can be costly, distracting to management and can harm its reputation and the
value of its Company. Further, we may not be successful in defending our intellectual property rights in any such litigation, and if
we are unsuccessful, the value of the Company could be seriously harmed.
The
Company’s failure to protect its intellectual property and proprietary technology may significantly impair its competitive advantage.
Our
success and ability to compete depend in large part upon protecting our proprietary technology. We rely on a combination of patent, trademark
and trade secret protection, confidentiality, nondisclosure and non-use agreements to protect our proprietary rights. The steps we have
taken may not be sufficient to prevent the misappropriation of its intellectual property, particularly in foreign countries where the
laws may not protect its proprietary rights as fully as in the United States. The patent and trademark law and trade secret protection
may not be adequate to deter third party infringement or misappropriation of our patents, trademarks and similar proprietary rights.
The
Company’s patent rights may not provide commercially meaningful protection against competition.
The
rights granted under any issued patents may not provide the Company with proprietary protection or competitive advantages. The claims
under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that
are similar or that achieve results similar to ours. It is also possible that the intellectual property rights of others will bar the
Company from licensing and from exploiting any patents that are issued from its pending applications. Numerous patents and pending patent
applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent
applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in
addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they
are otherwise invalid or unenforceable.
The
Company may face costly intellectual property infringement claims, the result of which would decrease the amount of cash available to
operate and complete its business plan.
We
anticipate that, from time to time, we will receive communications from third parties asserting that we are infringing certain patents
and other intellectual property rights of others or seeking indemnification against alleged infringement. If anticipated claims arise,
we will evaluate their merits. Any claims of infringement brought forth by third parties could result in protracted and costly litigation,
damages for infringement, and the necessity of obtaining a license relating to one or more of our products or current or future technologies,
which may not be available on commercially reasonable terms or at all. Litigation, which could result in substantial costs to the Company
and diversion of its resources, may be necessary to enforce its patents or other intellectual property rights or to defend it against
claimed infringement of the rights of others. Any intellectual property litigation and the failure to obtain necessary licenses or other
rights could have a material adverse effect on our business, financial condition and results of operations.
The
Company may be involved in lawsuits to protect or enforce its patents or the patents of its licensors, or lawsuits asserted by a third
party, which could be expensive, time consuming, and unsuccessful.
Competitors
may infringe our patent, trademarks, copyrights or other intellectual property. To counter infringement or unauthorized use, we may be
required to file infringement claims, which can be expensive and time consuming and divert the time and attention of our management and
scientific personnel. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us
alleging that we infringe their patents, in addition to counterclaims asserting that our patents are invalid or unenforceable, or both.
In any patent infringement proceeding, there is a risk that a court will decide that a patent of ours is invalid or unenforceable, in
whole or in part, and that it does not have the right to stop the other party from using the invention at issue. There is also a risk
that, even if the validity of such patents is upheld, the court will construe the patent’s claims narrowly or decide that we do
not have the right to stop the other party from using the invention at issue on the grounds that its patent claims do not cover the invention.
An adverse outcome in a litigation or proceeding involving the Company’s patent could limit its ability to assert those patents
against those parties or other competitors and may curtail or preclude its ability to exclude third parties from making and selling
similar or competitive products. Similarly, if our assets trademark infringement claims, a court may determine that the marks we have
asserted are invalid or unenforceable, or that the party against whom we have asserted trademark infringement has superior rights to
the trademarks in question. In this case, we could ultimately be forced to cease use of such trademarks.
Even
if we establish infringement, the court may decide not to grant an injunction against further infringing activity and instead award only
monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in
connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure
during litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments.
If securities analysts or investors perceive these results to be negative, it could adversely affect the price of the Company’s
common shares. Moreover, there can be no assurance that we will have sufficient financial or other resources to file and pursue such
infringement claims, which typically last for years before they are concluded. Even if we ultimately prevail in such claims, the monetary
cost of such litigation and the diversion of the attention of its management and scientific personnel could outweigh any benefit we receive
as a result of the proceedings.
Additionally,
for certain of the Company’s existing and future in-licensed patent rights, it may not have the right to bring suit for infringement
and may have to rely on third parties to enforce these rights for it. If we cannot or choose not to take action against those it believes
infringe its intellectual property rights, we may have difficulty competing in certain markets where such potential infringers conduct
their business, and its commercialization efforts may suffer as a result.
The
Company relies in part on trade secrets to protect its technology, and its failure to obtain or maintain trade secret protection could
harm its business.
We
rely on trade secrets to protect some of our technology and proprietary information, especially where we believe patent protection
is not appropriate or obtainable. However, trade secrets are difficult to protect. Litigating a claim that a third party had
illegally obtained and used our trade secrets would be expensive and time-consuming, and the outcome would be unpredictable.
Moreover, if our competitors independently develop similar knowledge, methods and know-how, it will be difficult for us to enforce
our rights, and the business could be harmed.
Trade
secrets can be difficult to protect and enforce, and our inability to do so could adversely affect our competitive
position.
In
addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to protect proprietary
know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and information
or technology that is not covered by patents. Aspects of our manufacturing process are protected by trade secrets. However, trade secrets
can be difficult to protect and some courts inside and outside the United States are less willing or unwilling to protect trade secrets.
We
seek to protect our proprietary know-how, trade secrets and processes, in part, by entering into confidentiality agreements and, if applicable,
material transfer agreements, consulting agreements or other similar agreements with its employees, consultants, scientific advisors,
CROs, manufacturers and contractors. These agreements typically limit the rights of third parties to use or disclose our confidential
information. However, we may not be able to prevent the unauthorized disclosure or use of our technical know-how or other trade secrets
by the parties to these agreements, despite the existence generally of confidentiality agreements and other contractual restrictions.
We cannot guarantee that we have entered into such agreements with each party that may have or have had access to its trade secrets or
proprietary processes. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to
protect our proprietary know-how and trade secrets will be effective. If any of our employees, collaborators, CROs, manufacturers, consultants,
advisors and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may
not have adequate remedies for any such breach or violation. Enforcing a claim that a party illegally disclosed or misappropriated by a
trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. As a result, we could lose its trade secrets.
We also seek to preserve the integrity and confidentiality of its data and trade secrets by maintaining physical security of its premises
and physical and electronic security of its information technology systems. While we have confidence in these security measures, they
may still be breached, and we may not have adequate remedies for any breach.
In
addition, our trade secrets may otherwise become known or be independently discovered by competitors. Competitors could purchase our
product candidates, if approved, an attempt to replicate some or all of the competitive advantages we derive from our development efforts,
willfully infringe, misappropriate or otherwise violate our intellectual property rights, design around our protected know-how and trade
secrets, or develop their own competitive technologies that fall outside of our intellectual property rights. If any of our trade secrets
were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they
communicate such trade secrets, from using that technology or information to compete with us. If our trade secrets are not adequately
protected so as to protect its market against competitors’ products and technologies, our competitive position could be adversely
affected.
The
Company depends on certain technologies that are sold or licensed to it. It does not control these technologies or own the intellectual
rights to these properties, and any loss of its rights to them could prevent it from developing its process technologies.
The
Company depends on certain technologies that are sold or licensed to it. It does not currently own any intellectual property rights
or the patents that underlie these licenses. Our rights to use the technologies we license are subject to the negotiation of,
continuation of and compliance with the terms of those licenses. Thus, these patents and patent applications are not written by the
Company or its attorneys, and the Company did not have control over the drafting and prosecution. The former patent owners and
Company licensors might not have given the same attention to the drafting and prosecution of these patents and applications as we
would have if it had been the owners of the patents and applications and had control over the drafting. Moreover, under certain of
our licenses, patent prosecution activities remain under the control of the licensor. We cannot be certain that drafting of the
licensed patents and patent applications, or patent prosecution, by the licensors have been or will be conducted in compliance with
applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights.
Legal
action could be initiated against the owners of the technologies that we license and an adverse outcome in such legal action could
harm our business because it might prevent such companies or institutions from continuing to license technology that we may need to
operate the business. In addition, such licensors may resolve such litigation in a way that benefits them but adversely affects our
ability to have freedom to operate to develop and commercialize its products.
General Risks Related to the Company
Conditions
in the financial markets and economic conditions in general may adversely affect the Company’s ability to raise additional capital,
execute its business plan, or remain in business.
The