Skillsoft Corp.
For the period ended Jul 31, 2026. Filed Sep 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2026 · Filed Sep 9, 2026
SKIL$3.36-7.2%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-04-30; filed 2026-06-09.
0001437749-26-019986
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-07-31; filed 2026-09-09.
0001437749-26-029981
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 9 previous paragraphs and 8 current paragraphs.
2 unchanged; 5 reworded; 1 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
Although the Transaction was consummated in the second quarter of fiscal 2027 as anticipated, we may fail to realize the expected benefits therefrom, including anticipated positive impacts on growth rates, earnings, and cash flow. Further, the payments due to Skillsoft, and ultimate collectability of the purchase price set forth in the agreement governing the sale cannot be assured, and will depend on a variety of factors, including final purchase price adjustments and the liquidity/credit risk of the purchaser. For example, the purchaser did not make an approximately $3.4 million installment payment under the Seller Note when originally due on July 31, 2026. Although the Purchaser has advised us that it expects to pay the remaining outstanding balance by October 31, 2026, we cannot assure you that it will do so, and we may experience similar delays or non-payment with respect to future required payments, including the deferred consideration. Although we currently expect proceeds, net of cash divested and before transaction costs, of $12 million over a period of approximately two years, we cannot assure that this will be the case, including as a result of the payment delay described above or other delays in, or failure of, payment. Any delay or failure to realize the anticipated benefits of the Transaction may adversely affect our business and operating results. In connection with the sale of the GK business, we expect to incur additional restructuring charges during the remainder of fiscal 2027. We also expect to pay approximately $4 million of transaction-related costs to third-party advisors that were accrued as of July 31, 2026 and included in the loss on disposal discussed in Note 3, “Discontinued Operations”.
Removed paragraphs (2)
Previous report
As previously disclosed, on May 20, 2026, we entered into the Sale Agreement to sell our GK business to the Buyer (the “Transaction”). Consummation of the Transaction is subject to customary closing conditions, including a customary antitrust review in Saudi Arabia. Although we currently expect the Transaction to close in the fiscal quarter ending July 31, 2026, there can be no assurance that the required approval will be obtained, that the other closing conditions will be satisfied or waived in a timely manner or at all, or that the transaction will be consummated on the anticipated terms, in a timely manner, or at all. Additionally, there may be unforeseen expenses related to the Transaction, or we may fail to realize the expected benefits therefrom if consummated, including anticipated positive impacts on growth rates, earnings, and cash flow. Further, the payments due to Skillsoft, and ultimate collectability of the purchase price set forth in the Sale Agreement, will depend on a variety of factors, including purchase price adjustments, how the purchase price is ultimately financed and counterparty performance and credit risk. Although we currently expect proceeds, net of cash divested and before anticipated transaction costs, of between $5 million and $8 million over a period of approximately two years should the transaction close, we cannot assure that this will be the case. If the disposition is not consummated, we may be required to identify a new purchaser and renegotiate the sale of the GK business, or, alternatively, re-evaluate our strategy in relation to the GK business, including any potential adverse impact on our operational focus and resources. In addition, if the transaction is not consummated on the terms described herein, or at all, we may suffer other consequences that could materially and adversely affect our business, financial condition, results of operations and stock price, including a decrease in our stock price to the extent current prices assume that the transaction will be completed, investor confidence in us could decline, and/or relationships with existing and prospective customers, investors, and business partners may be adversely impacted.
Previous report
If the transaction is not consummated, we may determine that further restructuring initiatives are necessary to improve performance or address issues identified during the previously disclosed review of strategic alternatives with respect to the GK business. Failure to consummate the transaction may require us to revise our operating plans, reallocate resources, or realign our organizational structure, any of which could also result in additional restructuring charges, which may be incurred over multiple periods.
Reworded paragraphs (5)
Previous wording
Except as described below, there have been no material changes to the risk factors previously disclosed in Part I, Item IA of our 2026 Form 10-K.
Current wording
Except for the risk factors described below (which have been updated from those set forth in Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended April 30, 2026 to reflect the consummation of the sale of our GK business on July 6, 2026), there have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our 2026 Form 10-K.
Previous wording
There can be no assurance that the disposition of our GK business will be consummated in a timely manner or at all, and that if consummated, will achieve the anticipated benefits.
Current wording
There can be no assurance that the disposition of our GK business (the "Transaction") will achieve the anticipated benefits, including the receipt of anticipated consideration.
Previous wording
While the Transaction is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition and results of operations.
Current wording
Notwithstanding consummation of the Transaction, we remain subject to business uncertainties that could harm our business relationships, financial condition and results of operations.
Previous wording
During the period prior to the closing of the Transaction, our business is exposed to certain inherent risks and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business, including: (i) our ability to continue to develop and protect our brand and reputation; (ii) our ability to successfully develop, launch, maintain, and scale new programs, offerings and features; (iii) potential uncertainty in the market for our products and services, which could lead current and prospective customers to purchase products and services from other providers or delay purchasing from us; and (iv) risks relating to our relationships with employees and business partners. If any of these effects were to occur, it could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Transaction is completed.
Current wording
Despite the consummation of the Transaction, our business remains exposed to certain inherent risks that could harm our business relationships, financial condition, results of operations, and business, including: (i) our ability to continue to develop and protect our brand and reputation; (ii) our ability to successfully develop, launch, maintain, and scale new programs, offerings and features; (iii) potential uncertainty in the market for our products and services as a result of our disposition of the GK business, which could lead current and prospective customers to purchase products and services from other providers or delay purchasing from us; and (iv) risks relating to our relationships with employees and business partners. If any of these risks were to occur, it could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value.
Previous wording
As a result of the Transaction, our current and prospective employees could experience uncertainty about their future with us, or decide that they do not want to continue their employment following the completion of the Transaction. As a result, key employees may depart. Losses of officers or employees could materially harm our business, results of operations and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Transaction for any reason, including delays associated with obtaining requisite regulatory approvals. On the other hand, we may experience challenges in hiring and retaining new employees because of uncertainty or other conditions associated with the pendency or termination of the Transaction, which could materially harm our business, results of operations and financial condition.
Current wording
As a result of the Transaction, our current and prospective employees could experience uncertainty about their future with us, or decide that they do not want to continue their employment with us. Losses of officers or employees could materially harm our business, results of operations and financial condition. On the other hand, we may experience challenges in hiring and retaining new employees because of uncertainty or other conditions associated with the completion of the Transaction, which could materially harm our business, results of operations and financial condition.