| PART I | 6 |
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| Item 1. Business | 6 |
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| Item 1A. Risk Factors | 6 |
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| Item 1B. Unresolved Staff Comments | 49 |
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| Item 1C. Cybersecurity | 49 |
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| Item 2. Properties | 50 |
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| Item 3. Legal Proceedings | 51 |
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| Item 4. Mine Safety Disclosures | 51 |
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| PART II | 51 |
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| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 51 |
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| Item 6. Reserved | 51 |
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| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 51 |
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| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 59 |
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| Item 8. Financial Statements and Supplementary Data | 60 |
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| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 86 |
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| Item 9A. Controls and Procedures | 86 |
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| Item 9B. Other Information | 87 |
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| PART III | 87 |
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| Item 10. Directors, Executive Officers and Corporate Governance | 87 |
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| Item 11. Executive Compensation | 87 |
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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 87 |
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| Item 13. Certain Relationships and Related Transactions, and Director Independence | 87 |
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| Item 14. Principal Accounting Fees and Services | 87 |
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| PART IV | 88 |
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| Item 15. Exhibits, Financial Statement Schedules | 88 |
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| SIGNATURES | 92 |
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FORWARD-LOOKING STATEMENTS
This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “will,” “plans,” “believes,” “estimates,” “expects,” “intends” and other similar expressions. Such statements are subject to risks and uncertainties that could cause our actual results to differ materially from those projected in the statements. Such risks and uncertainties include, but are not limited to:
| ● | The adverse expectations regarding the global economy, inflation, the potential for recession and geopolitical tensions and any resulting sanctions, or wars; |
| ● | The effect of economic and political conditions in the United States or other nations that could impact our ability to sell our products and services or gain customers; |
| ● | Product demand and market acceptance risks, including our ability to develop and sell products and services to be used by governmental or commercial customers; |
| ● | The impact of trade barriers imposed by the U.S. government, such as import/export duties and restrictions, tariffs and quotas, and potential corresponding actions by other countries in which we conduct our business; |
| ● | Technological difficulties and potential legal claims arising from any technological difficulties; |
| ● | The risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging, and transportation; |
| ● | Uncertainty in government funding and support for key programs, grant opportunities, or procurements; |
| ● | The impact of competition on our ability to win new contracts; |
| ● | Our ability to meet technological development milestones and overcome development challenges; and |
| ● | Our ability to successfully identify, complete, and integrate acquisitions. |
While we do not intend to directly harvest, manufacture, distribute or sell cannabis or cannabis products, we may be detrimentally affected by a change in enforcement by federal or state governments and we may be subject to additional risks in connection with the evolving regulatory area and associated uncertainties. Any such effects may give rise to risks and uncertainties that are currently unknown or amplify others identified herein.
These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Annual Report on Form 10-K. Given these uncertainties, you should not rely on these forward-looking statements as predictions of future events.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate. Therefore, we cannot assure you that the forward-looking statements included in this Form 10-K will prove to be accurate. In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described elsewhere in this Form 10-K, or in the documents incorporated by reference herein. Except as may be required by applicable law, we undertake no obligation to publicly update or advise of any change in any forward-looking statement, whether as a result of new information, future events, or otherwise. In making these statements, we disclaim any obligation to address or update each factor in future filings with the Securities and Exchange Commission (“SEC”) or communications regarding our business or results, and we do not undertake to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. In addition, any of the matters discussed above may have affected our past results and may affect future results, so that our actual results may differ materially from those expressed in this Form 10-K and in prior or subsequent communications.