PARKS AMERICA INC
For the period ended Mar 31, 2024. Filed May 14, 2024.
View on SEC.govAbout this filing
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.
Mar 31, 2024 · Filed May 14, 2024
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2023-12-31; filed 2024-02-13.
0001493152-24-006084
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2024-03-31; filed 2024-05-14.
0001493152-24-019320
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe 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 46 previous paragraphs and 47 current paragraphs.
44 unchanged; 2 reworded; 1 added; 0 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
On March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each of the members of its Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of the Board. See “NOTE 9. COMMITMENTS AND CONTINGENCIES” of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.
Reworded paragraphs (2)
Previous wording
We have been and may in the future be subject to activities initiated by activist stockholders. On December 22, 2023, Focused Compounding submitted the Purported Notice to the Company, which purported to provide qualifying notice as to a demand that we hold the Special Meeting. According to the Purported Notice, the Special Meeting would be held for the purpose of asking stockholders to consider and vote upon a number of proposals, including a proposal for the removal of all directors currently serving on our Board and a proposal for the election of a new Board comprised entirely of Focused Compounding’s slate of three candidates. The Special Meeting is currently scheduled to be held on February 26, 2024. Stockholders of record at the close of business on February 8, 2024 are entitled to notice of and to vote at the Special Meeting.
Current wording
We have been and may in the future be subject to activities initiated by activist stockholders. On December 22, 2023, Focused Compounding Fund, LP (together with the participants in its solicitation, “Focused Compounding”) submitted documents to the Company purporting to provide qualifying notice as to a demand that the Company hold a special meeting of stockholders (the “Special Meeting”). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including a proposal for the removal of all directors currently serving on the Board and a proposal for the election of a new Board comprised entirely of Focused Compounding’s slate of three candidates. The Special Meeting was held on February 26, 2024 and each of Focused Compounding’s proposals failed, including its proposals to reconstitute the Company’s Board of Directors.
Previous wording
Additionally, on January 26, 2024, we received purported notice from Focused Compounding stating its intention to nominate four candidates for election as directors at the 2024 Annual Meeting. We value input from all of our stockholders and remain open to ongoing engagement with Focused Compounding. We do not believe that the candidates proposed by Focused Compounding for consideration by stockholders at the Special Meeting nor the candidates proposed by Focused Compounding for consideration by stockholders at the 2024 Annual Meeting are qualified to oversee our business, and we do not believe that their appointment would be in the best interests of the Company or its stockholders.
Current wording
The Board scheduled the annual meeting of stockholders to be held on June 6, 2024 (the “2024 Annual Meeting”). On January 26, 2024, Focused Compounding submitted documents to the Company purporting to provide qualifying notice to the Company of its intent to nominate four nominees at the 2024 Annual Meeting, seeking effective control of the Company. Subsequently, on April 5, 2024, Focused Compounding submitted documents to the Company purporting to provide qualifying notice to the Company of its intent to submit a business proposal at the 2024 Annual Meeting. The Company’s Board of Directors values input from all of the Company’s stockholders and remains open to ongoing engagement with Focused Compounding. However, if the Company and Focused Compounding cannot reach an agreement in connection with Focused Compounding’s nominations and business proposal, and Focused Compounding complies with applicable rules and requirements, there will be a contested election at the Company’s 2024 Annual Meeting. The Board of Directors does not believe that the candidates proposed by Focused Compounding for consideration by stockholders at the 2024 Annual Meeting are qualified to oversee our business and does not believe that their appointment would be in the best interests of the Company or its stockholders.