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American Power Group (APGI) Risk Analysis
Risk Overview Q2, 2017
Source: the company's latest filing for the period ended Jun 30, 2017, filed Aug 28, 2017
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1The information in this Form 10-Q has not been reviewed by our independent accountants.
Due to our cash position and our inability to pay amounts owed to our independent accountants, the information contained in this Form 10-Q for the three and nine months ended June 30, 2017, including our interim financial statements and notes to the interim financial statements, have not been reviewed by our independent accountants. Investors, therefore, cannot rely on the information contained in this Form 10-Q, including such interim financial statements and notes, as having been subject to an auditor's review using professional review standards and procedures. In addition, because such a review is required by Form 10-Q and the rules and regulations of the Securities and Exchange Commission, the Commission considers this Form 10-Q to be deficient and considers the Company to be neither current nor timely in its filings under the Exchange Act. There can be no assurance that the Commission will not initiate enforcement action against the Company. Except as set forth above, there have been no material changes from the risk factors disclosed under Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2016.
Risk Highlights Q2, 2017
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 23
- Share Price & Shareholder Rights - Risk 1AddedThe information in this Form 10-Q has not been reviewed by our independent accountants.
Due to our cash position and our inability to pay amounts owed to our independent accountants, the information contained in this Form 10-Q for the three and nine months ended June 30, 2017, including our interim financial statements and notes to the interim financial statements, have not been reviewed by our independent accountants. Investors, therefore, cannot rely on the information contained in this Form 10-Q, including such interim financial statements and notes, as having been subject to an auditor's review using professional review standards and procedures. In addition, because such a review is required by Form 10-Q and the rules and regulations of the Securities and Exchange Commission, the Commission considers this Form 10-Q to be deficient and considers the Company to be neither current nor timely in its filings under the Exchange Act. There can be no assurance that the Commission will not initiate enforcement action against the Company. Except as set forth above, there have been no material changes from the risk factors disclosed under Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2016.
- Share Price & Shareholder Rights - Risk 2Our stock price may be volatile, which could result in substantial losses for our shareholders.
Our Common Stock is thinly traded and an active public market for our stock may not develop. Consequently, the market price of our Common Stock may be highly volatile. Additionally, the market price of our Common Stock could fluctuate significantly in response to the following factors, some of which are beyond our control: - we are traded on the OTC Market's Group's OTCQB tier; - changes in market valuations of similar companies; - announcements by us or by our competitors of new or enhanced products, technologies or services or significant contracts, acquisitions, strategic relationships, joint ventures or capital commitments; - regulatory developments; - additions or departures of senior management and other key personnel; - deviations in our results of operations from the estimates of securities analysts; and - future issuances of our Common Stock or other securities.
- Share Price & Shareholder Rights - Risk 3We have options, warrants and convertible preferred stock currently outstanding. Their exercise and/or conversion will cause dilution to existing and new shareholders. We expect to significantly increase the number of options we may grant in the future.
As of September 30, 2016, we had options and warrants outstanding to purchase 187,991,989 additional shares of Common Stock. These reserved shares include the following: 1,540,000 shares for issuance upon exercise of awards granted under our 2005 Stock Option Plan, 10,330,000 shares for issuance upon exercise of awards granted under our 2016 Stock Option Plan, and 112,846,787 shares for issuance upon exercise of stock purchase warrants. In addition, at that date we had convertible preferred stock which is convertible into 63,275,202 shares of our Common Stock. The non-binding term sheet described above in Recent Developments, contemplates that we will amend the 2016 Stock Option Plan, to provide for the issuance of options to purchase up to 90,000,000 shares of Common Stock, subject to shareholder approval of an increase in the number of authorized shares of our Common Stock from 350,000,000 to 600,000,000. The exercise of options and warrants outstanding today, or which may be issued in the future, and the conversion of the various series of convertible preferred stock will cause additional shares of Common Stock to be issued, resulting in dilution to investors and our existing stockholders. As of September 30, 2016, approximately 50 million shares of our Common Stock were eligible for sale in the public market exclusive of the options, warrants and convertible preferred stock described above.
- Share Price & Shareholder Rights - Risk 4Our directors, executive officers and principal stockholders own a significant percentage of our shares, which will limit the ability of other shareholders to influence corporate matters.
Our directors, executive officers and other principal stockholders owned or had beneficial ownership of approximately 76 percent of our outstanding Common Stock on an as-converted basis as of September 30, 2016. The ownership and beneficial ownership of these directors, executive officers and other principal stockholders would increase substantially if we complete the financing contemplated by the term sheet described above. Accordingly, these stockholders could have a significant influence over the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets and also could prevent or cause a change in control. The interests of these stockholders may differ from the interests of our other stockholders. Third parties may be discouraged from making a tender offer or bid to acquire us because of this concentration of ownership.
- Share Price & Shareholder Rights - Risk 5Anti-takeover provisions in our charter documents and Delaware law could discourage potential acquisition proposals and could prevent, deter or delay a change in control of our company.
Certain provisions of our Restated Certificate of Incorporation and By-Laws could have the effect, either alone or in combination with each other, of preventing, deterring or delaying a change in control of our company, even if a change in control would be beneficial to our stockholders. Delaware law may also discourage, delay or prevent someone from acquiring or merging with us.
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