Airborne Wireless Network (ABWN) Risk Analysis
Risk Overview Q3, 2018
Source: the company's latest filing for the period ended Aug 31, 2018, filed Nov 14, 2018
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1Exercise or conversion of warrants and convertible securities will dilute stockholders' percentage of ownership.
We have issued convertible securities, options and warrants to purchase shares of our common stock to our officers, directors, consultants and other stockholders. In the future, we may grant additional options, warrants and convertible securities. The exercise or conversion of options, warrants or convertible securities will dilute the percentage ownership of our stockholders, which may have a negative effect on the trading price of our common stock. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital. The holders of these securities may exercise or convert such options, warrants and convertible securities at a time when we would be able to obtain additional equity capital on terms more favorable than such securities or when our common stock is trading at a price higher than the exercise or conversion price of the securities. The exercise or conversion of outstanding warrants, options and convertible securities will have a dilutive effect on the securities held by our stockholders.
- Share Price & Shareholder Rights - Risk 2We have outstanding convertible notes and convertible preferred stock with fluctuating conversion rates that are set at a discount to market prices of our common stock during the period immediately preceding conversion, which may result in material dilution to our common stockholders.
As of August 31, 2018, we had outstanding unsecured convertible notes issued to a number of unrelated third parties in the aggregate principal amount of approximately $1.84 million. These unsecured convertible notes are convertible into shares of our common stock at a price per share equal to 70% of the lowest price at which our common stock traded during the 20 or 25 days preceding the conversion date. Additionally, on May 29, 2018, we completed a public offering of 8,000 units, each consisting of one share of the Company's Series A Convertible Preferred Stock and one Series 1 warrant to purchase one share of Series A Convertible Preferred Stock, one Series 2 warrant to purchase one share of Series A Convertible Preferred Stock and one Series 3 warrant to purchase one share of Series A Convertible Preferred Stock, each exercisable at an initial exercise price of $1,000 per share of Series A Convertible Preferred Stock The Series A Convertible Preferred Stock issued in the offering, and the additional shares of Series A Convertible Preferred Stock that may be issued upon exercise of the warrants, are also convertible into shares of our common stock at a price discounted to the market price of our common stock. Conversions under these convertible securities have resulted, and will continue to result, in material dilution to existing stockholders of our company. Because the conversion prices of the notes and preferred stock are based upon the trading prices of our common stock at the time of conversion, the number of shares of common stock into which the notes and preferred stock may be converted may increase without an upper bound. If the trading prices of the common stock remains low when the conversion price of our remaining outstanding convertible notes and/or preferred stock is determined, we will be required to issue a higher number of shares of our common stock to the converting noteholder or preferred stockholder, which will cause substantial additional dilution to our stockholders. In addition, if any or all of the holders of our convertible notes and/or preferred stock convert and then sell our common stock, this could result in an imbalance of supply and demand for our common stock and further reduce our stock price. The further our stock price declines, the further the adjustment of the conversion price will fall and the greater the number of shares we will have to issue upon conversion, resulting in further dilution to our stockholders. Because a market price-based conversion formula can lead to dramatic stock price reductions and corresponding negative effects on both a company and its stockholders, convertible security financings with market price-based conversion ratios have colloquially been called "floorless," "toxic," "death spiral," and "ratchet" convertibles.
- Share Price & Shareholder Rights - Risk 3Our articles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.
Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 10,000,000 shares of our preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of additional series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.
- Share Price & Shareholder Rights - Risk 4Future stock issuances could cause substantial dilution and a decline in our stock price.
We expect to issue additional shares of common stock or other equity or debt securities convertible into shares of our common stock in connection with future financings and compensatory arrangements, and may issue additional shares of common stock or other equity securities in connection with acquisitions, litigation settlements or otherwise. In addition, a certain number of shares of our common stock are reserved for issuance upon the exercise of stock options and other equity incentives. We may reserve additional shares of our common stock for issuance upon the exercise of stock options or other similar forms of equity incentives. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.
- Share Price & Shareholder Rights - Risk 5Conversion of our Series A Convertible Preferred Stock (the "Preferred Stock") will dilute the ownership interest of our existing stockholders, including holders who had previously converted their Preferred Stock.
Issuance of shares of common stock upon conversion of shares of Preferred Stock will dilute the ownership interest of our existing stockholders. Further, any sales in the public market of our common stock issuable upon such conversions could adversely affect prevailing market prices of our common stock. In addition, the existence of the Preferred Stock and warrants to purchase Preferred Stock may encourage short selling by market participants because the conversion of the Preferred Stock could depress the price of our common stock.
- Share Price & Shareholder Rights - Risk 6On August 24, 2018, we implemented a 30,000-for-1 reverse stock split of our common stock. If the market price of our common stock declines following the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split, and we may effect additional reverse splits.
The reverse stock split of our outstanding common stock was intended to increase the market price of our common stock. However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is not uncommon for the market price of a company's common stock to decline in the period following a reverse stock split, as ours has done. If the market price of our common stock declines further, the percentage decline may be greater than would occur in the absence of a reverse stock split. Additionally, our amended articles of incorporation authorize our board of directors, without the consent of our stockholders, to effect up to four additional reverse stock splits of our issued and outstanding common stock, each in a ratio of up to 30,000-to-1. There is no assurance that any additional reverse stock splits we effect will be successful in raising our stock price or that the reverse split will not cause an actual decline in the value of our outstanding common stock. Accordingly, the total market capitalization of our common stock after a reverse stock split may be lower than the total market capitalization before the reverse stock split.
- Share Price & Shareholder Rights - Risk 7Certain of the Company's officers and directors recently served a company that became bankrupt or were otherwise involved in bankruptcy proceedings.
Kevin J. Spence, our chief financial officer, was chief financial officer of GreenCore Technology, Inc., previously known as Aquacell Technologies, Inc. ("GreenCore"), when an involuntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code was filed against GreenCore on November 7, 2008. James C. Witham and Karen Laustsen, members of our board of directors, served as chief executive officer and president of GreenCore, respectively, when the bankruptcy petition was filed. GreenCore subsequently ceased business operations and the bankruptcy case involving GreenCore was dismissed in March 2012. Additionally, Mr. Spence was principal of Kevin Spence Consulting when it filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on May 6, 2010. Kevin Spence Consulting exited bankruptcy proceedings in January 2014. Separately, Marius de Mos, our Vice President of Technical Affairs and Development, filed a petition in his personal capacity seeking relief under Chapter 7 of the U.S. Bankruptcy Code in July 2010. Mr. de Mos exited bankruptcy proceedings in September 2011.
- Accounting & Financial Operations - Risk 8We have incurred operating losses since our inception. We expect to incur operating losses for the foreseeable future and may never achieve or maintain profitability.
We have incurred significant losses since inception and expect to continue to incur losses for the foreseeable future. We incurred net losses of $76,683,224 and $36,912,959, resulting in a total accumulated deficit of $113,812,053 and $37,128,829, during the fiscal years ended August 31, 2018 and 2017, respectively. We have devoted substantially all of our financial resources and efforts toward developing Infinitus. Our net losses may fluctuate significantly from quarter to quarter and from year to year. We anticipate that our expenses will increase as we continue to develop Infinitus. We must succeed in developing and commercializing Infinitus and generate significant revenue to become and remain profitable. There can be no assurance that we complete the development and commercialization of Infinitus, and therefore, we may never generate revenues that are significant enough to achieve profitability.
Risk Highlights Q3, 2018
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 37
- Share Price & Shareholder Rights - Risk 1AddedExercise or conversion of warrants and convertible securities will dilute stockholders' percentage of ownership.
We have issued convertible securities, options and warrants to purchase shares of our common stock to our officers, directors, consultants and other stockholders. In the future, we may grant additional options, warrants and convertible securities. The exercise or conversion of options, warrants or convertible securities will dilute the percentage ownership of our stockholders, which may have a negative effect on the trading price of our common stock. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital. The holders of these securities may exercise or convert such options, warrants and convertible securities at a time when we would be able to obtain additional equity capital on terms more favorable than such securities or when our common stock is trading at a price higher than the exercise or conversion price of the securities. The exercise or conversion of outstanding warrants, options and convertible securities will have a dilutive effect on the securities held by our stockholders.
- Share Price & Shareholder Rights - Risk 2AddedWe have outstanding convertible notes and convertible preferred stock with fluctuating conversion rates that are set at a discount to market prices of our common stock during the period immediately preceding conversion, which may result in material dilution to our common stockholders.
As of August 31, 2018, we had outstanding unsecured convertible notes issued to a number of unrelated third parties in the aggregate principal amount of approximately $1.84 million. These unsecured convertible notes are convertible into shares of our common stock at a price per share equal to 70% of the lowest price at which our common stock traded during the 20 or 25 days preceding the conversion date. Additionally, on May 29, 2018, we completed a public offering of 8,000 units, each consisting of one share of the Company's Series A Convertible Preferred Stock and one Series 1 warrant to purchase one share of Series A Convertible Preferred Stock, one Series 2 warrant to purchase one share of Series A Convertible Preferred Stock and one Series 3 warrant to purchase one share of Series A Convertible Preferred Stock, each exercisable at an initial exercise price of $1,000 per share of Series A Convertible Preferred Stock The Series A Convertible Preferred Stock issued in the offering, and the additional shares of Series A Convertible Preferred Stock that may be issued upon exercise of the warrants, are also convertible into shares of our common stock at a price discounted to the market price of our common stock. Conversions under these convertible securities have resulted, and will continue to result, in material dilution to existing stockholders of our company. Because the conversion prices of the notes and preferred stock are based upon the trading prices of our common stock at the time of conversion, the number of shares of common stock into which the notes and preferred stock may be converted may increase without an upper bound. If the trading prices of the common stock remains low when the conversion price of our remaining outstanding convertible notes and/or preferred stock is determined, we will be required to issue a higher number of shares of our common stock to the converting noteholder or preferred stockholder, which will cause substantial additional dilution to our stockholders. In addition, if any or all of the holders of our convertible notes and/or preferred stock convert and then sell our common stock, this could result in an imbalance of supply and demand for our common stock and further reduce our stock price. The further our stock price declines, the further the adjustment of the conversion price will fall and the greater the number of shares we will have to issue upon conversion, resulting in further dilution to our stockholders. Because a market price-based conversion formula can lead to dramatic stock price reductions and corresponding negative effects on both a company and its stockholders, convertible security financings with market price-based conversion ratios have colloquially been called "floorless," "toxic," "death spiral," and "ratchet" convertibles.
- Share Price & Shareholder Rights - Risk 3AddedOur articles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.
Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 10,000,000 shares of our preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of additional series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.
- Share Price & Shareholder Rights - Risk 4AddedFuture stock issuances could cause substantial dilution and a decline in our stock price.
We expect to issue additional shares of common stock or other equity or debt securities convertible into shares of our common stock in connection with future financings and compensatory arrangements, and may issue additional shares of common stock or other equity securities in connection with acquisitions, litigation settlements or otherwise. In addition, a certain number of shares of our common stock are reserved for issuance upon the exercise of stock options and other equity incentives. We may reserve additional shares of our common stock for issuance upon the exercise of stock options or other similar forms of equity incentives. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.
- Share Price & Shareholder Rights - Risk 5AddedConversion of our Series A Convertible Preferred Stock (the "Preferred Stock") will dilute the ownership interest of our existing stockholders, including holders who had previously converted their Preferred Stock.
Issuance of shares of common stock upon conversion of shares of Preferred Stock will dilute the ownership interest of our existing stockholders. Further, any sales in the public market of our common stock issuable upon such conversions could adversely affect prevailing market prices of our common stock. In addition, the existence of the Preferred Stock and warrants to purchase Preferred Stock may encourage short selling by market participants because the conversion of the Preferred Stock could depress the price of our common stock.
- Share Price & Shareholder Rights - Risk 6AddedOn August 24, 2018, we implemented a 30,000-for-1 reverse stock split of our common stock. If the market price of our common stock declines following the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split, and we may effect additional reverse splits.
The reverse stock split of our outstanding common stock was intended to increase the market price of our common stock. However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is not uncommon for the market price of a company's common stock to decline in the period following a reverse stock split, as ours has done. If the market price of our common stock declines further, the percentage decline may be greater than would occur in the absence of a reverse stock split. Additionally, our amended articles of incorporation authorize our board of directors, without the consent of our stockholders, to effect up to four additional reverse stock splits of our issued and outstanding common stock, each in a ratio of up to 30,000-to-1. There is no assurance that any additional reverse stock splits we effect will be successful in raising our stock price or that the reverse split will not cause an actual decline in the value of our outstanding common stock. Accordingly, the total market capitalization of our common stock after a reverse stock split may be lower than the total market capitalization before the reverse stock split.
- Share Price & Shareholder Rights - Risk 7AddedCertain of the Company's officers and directors recently served a company that became bankrupt or were otherwise involved in bankruptcy proceedings.
Kevin J. Spence, our chief financial officer, was chief financial officer of GreenCore Technology, Inc., previously known as Aquacell Technologies, Inc. ("GreenCore"), when an involuntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code was filed against GreenCore on November 7, 2008. James C. Witham and Karen Laustsen, members of our board of directors, served as chief executive officer and president of GreenCore, respectively, when the bankruptcy petition was filed. GreenCore subsequently ceased business operations and the bankruptcy case involving GreenCore was dismissed in March 2012. Additionally, Mr. Spence was principal of Kevin Spence Consulting when it filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on May 6, 2010. Kevin Spence Consulting exited bankruptcy proceedings in January 2014. Separately, Marius de Mos, our Vice President of Technical Affairs and Development, filed a petition in his personal capacity seeking relief under Chapter 7 of the U.S. Bankruptcy Code in July 2010. Mr. de Mos exited bankruptcy proceedings in September 2011.
- Share Price & Shareholder Rights - Risk 8ChangedWe will be required to issue 682 shares of common stock to Apcentive if, in the three years ending August 3, 2019, we do not spend certain amounts on matters relating to our patent and the "Infinitus Super Highway" trademark acquired from Apcentive, Inc.
The purchase agreement by which we acquired the original patent underlying Infinitus and "Infinitus Super Highway" trademark provides that we must issue an additional 682 shares of common stock to Apcentive if we do not spend, on matters relating to the patent and trademark, a cumulative total of $8 million on or before August 3, 2019. The purchase agreement requires that we spend at least $1 million on or before August 3, 2017 (which goal has been met), a total of at least $2 million on or before August 3, 2018 (which goal has been met) and a total of at least $5 million on or before August 3, 2019. The issuance of these shares would be dilutive to stockholders.
- Share Price & Shareholder Rights - Risk 9ChangedOur agreement with Jet Midwest Group, LLC requires us to issue to it additional capital stock whenever we issue any capital stock so that it maintains the same percentage ownership of our outstanding capital stock; these issuances will further dilute our other stockholders in connection with each stock issuance.
On October 31, 2016, we entered a Services and Compensation Agreement with Jet Midwest Group, LLC. In consideration of the services to be provided by Jet Midwest Group, LLC, under that agreement, we issued to Jet Midwest Group, LLC shares of common stock representing 1.6% of our common stock outstanding at that date. The agreement with Jet Midwest Group, LLC provides full ratchet anti-dilution protection to Jet Midwest Group, LLC. As a result, each time we issue additional shares of common stock or shares of another class or series of capital stock, we will issue to Jet Midwest Group, LLC without further consideration additional shares of our common stock or other class or series of capital stock so that Jet Midwest Group, LLC will continue to own 1.6% of the outstanding shares of common stock and each other class or series of capital stock. Through August 31, 2018, we have issued, or committed to issue, an aggregate of 61 shares of common stock to Jet Midwest Group, LLC. After entering into the agreement with us, Jet Midwest Group, LLC sought protection from creditors under the bankruptcy code, which proceedings were subsequently dismissed. One of Jet Midwest Group, LLC's creditors has demanded that shares of our common stock to be issued under the anti-dilution right be issued to it instead of Jet Midwest Group, LLC. In light of this dispute and ongoing litigation between Jet Midwest Group, LLC and its creditors, the Company is evaluating its obligation to continue issuing shares to Jet Midwest Group, LLC. As a result, each time we issue shares for financing, compensatory, acquisition or other purposes (including the issuance of additional shares to Apcentive as discussed below), our stockholders will incur even greater dilution because of the additional shares issued to Jet Midwest Group, LLC.
- Share Price & Shareholder Rights - Risk 10The market for our common stock is subject to the penny stock restrictions, which result in lack of liquidity and make trading difficult or impossible.
SEC Rule 15g-9 establishes the definition of a "penny stock," for purposes relevant to us, as an equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. Our common stock is currently subject to the penny stock rules, and it is probable that our common stock will continue to be considered to be a penny stock for the immediately foreseeable future. This classification materially and adversely affects the market liquidity for our common stock. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person's account for transactions in penny stocks, and the broker-dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. To approve a person's account for transactions in penny stocks, the broker-dealer must obtain financial information, investment experience and objectives of that person and make a reasonable determination that transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker-dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission (the "SEC") relating to the penny stock market, which, in highlight form, sets forth: - the basis on which the broker-dealer made the suitability determination, and - that the broker-dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to, both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Because of these regulations, broker-dealers may desire to not engage in the necessary paperwork and disclosures required to sell our common stock, and broker-dealers may encounter difficulties in their attempt to sell our common stock, which may affect the ability of holders to sell our common stock in the secondary market and have the effect of reducing trading activity in the secondary market of our common stock. These additional sales practice and disclosure requirements could impede the sale of our common stock. In addition, the liquidity of our common stock may decrease, with a corresponding decrease in the price of our common stock. Our common stock, in all probability, will continue to be subject to such penny stock rules for the foreseeable future and our stockholders will, quite probably, have difficulty selling our common stock.
- Share Price & Shareholder Rights - Risk 11Sales of our common stock in reliance on Rule 144 may reduce prices in that market by a material amount.
A significant number of the outstanding shares of our common stock are "restricted securities" within the meaning of Rule 144 under the Securities Act. As restricted securities, those shares may be resold only pursuant to an effective registration statement or pursuant to the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that an affiliate (i.e., an officer, director or control person) who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of the issuer's outstanding common stock. The alternative limitation on the number of shares that may be sold by an affiliate, which is related to the average weekly trading volume during the four calendar weeks prior to the sale is not available to stockholders of companies whose securities are not traded on an "automated quotation system"; because the OTC Pink is not such a system, market-based volume limitations are not available for holders of our securities selling under Rule 144. Pursuant to the provisions of Rule 144, there is no limit on the number of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days before the date of the proposed sale) after the restricted securities have been held by the owner for a prescribed period, although there may be other limitations and/or criteria to satisfy. A sale pursuant to Rule 144 or pursuant to any other exemption from the Securities Act, if available, or pursuant to registration of shares of our common stock held by our stockholders, may reduce the price of our common stock in any market that may develop.
- Share Price & Shareholder Rights - Risk 12The price of our common stock may be volatile and the value of our common stock could decline.
The trading price of our common stock has been, and is expected to continue to be, volatile. The trading price of our common stock may fluctuate widely in response to various factors, many of which are beyond our control. They include: - airline industry or general market conditions; - domestic and international economic factors unrelated to our performance; - changes in technology; - any inability to timely and efficiently roll out Infinitus or other components of our technology roadmap; - any inability to sufficiently execute our growth strategy; - new regulatory pronouncements and changes in regulatory guidelines; - actual or anticipated fluctuations in our quarterly operating results; - changes in or failure to meet publicly disclosed expectations as to our future financial performance; - changes in securities analysts' estimates of our financial performance or lack of research and reports by industry analysts; - action by institutional stockholders or other large stockholders, including future sales;- speculation in the press or investment community; - investor perception of us and our industry; - changes in market valuations or earnings of similar companies; - announcements by us or our competitors of significant products, contracts, acquisitions or strategic partnerships; - developments or disputes concerning patents or proprietary rights, including increases or decreases in litigation expenses associated with intellectual property lawsuits we may initiate, or in which we may be named as defendants; - failure to complete significant sales; - any future sales of our common stock or other securities; - obtaining a FCC license; and - additions or departures of key personnel. In addition, the stock markets have experienced extreme price and volume fluctuations in recent years that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many such companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company's securities, class action litigation has often been instituted against such company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management's attention and resources, which would harm our business, operating results and financial condition.
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