Lionheart Holdings Class A (CUB) Risk Analysis
Risk Overview Q1, 2021
Source: the company's latest filing for the period ended Mar 31, 2021, filed May 05, 2021
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1As a result of the rapid accumulation of our stock by an investor, our board of directors adopted a shareholder rights plan which may impair a takeover attempt and speculation regarding potential transactions or our failure to enter into any transaction at all may cause significant fluctuations in our share price.
On September 20, 2020, in response to the rapid accumulation of our stock by an investor, our board of directors adopted a shareholder rights plan (Rights Plan) and declared a dividend of one preferred stock purchase right for each outstanding share of our common stock to shareholders of record on October 1, 2020. The dividend distribution was made to such shareholders on October 1, 2020. In general terms, and subject to certain exceptions, the Rights Plan restricts any person or group of affiliated or associated persons from acquiring, or obtaining the right to acquire, beneficial ownership of 15% (20% in the case of a Passive Institutional Investor, as such term is defined in Rights Plan) or more of shares of our common stock (including certain synthetic equity positions created by derivative securities) (an Acquiring Person), and any person or group of affiliated or associated persons from making a tender offer or exchange offer, the consummation of which would result in a person or group becoming an Acquiring Person. The Rights Plan could make it more difficult for a third party to acquire the Company or a large block of our shares of common stock without the approval of our board of directors. The rights will expire on September 19, 2021. With respect to approaches by third parties, there can be no assurance that we will engage in a transaction or take other actions as a result. Speculation regarding the possibility of such a transaction or actions by us may cause our share price to fluctuate significantly. Our failure to engage with such parties, enter into a transaction with any of them or take other actions they request may adversely affect our share price.
Risk Highlights Q1, 2021
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 30
- Share Price & Shareholder Rights - Risk 1The price of our common stock may fluctuate significantly.
An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common stock. Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares or at all. The market price of our common stock could fluctuate significantly for various reasons, which include: - our quarterly or annual earnings or those of our competitors;- the public's reaction to our press releases, our other public announcements and our filings with the SEC;- changes in earnings estimates or recommendations by research analysts who track our common stock or the stocks of our competitors;- failure to meet the expectations of research analysts;- inaccuracy of our guidance regarding future operating results;- new laws or regulations or new interpretations of laws or regulations applicable to our business;- changes in accounting standards, policies, guidance, interpretations or principles;- changes in general conditions in the domestic and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;- litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors;- strategic action by our competitors; and - sales of common stock by our directors, executive officers and significant shareholders. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies, particularly during the COVID-19 pandemic. Broad market and industry factors may seriously affect the market price of our common stock, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. If litigation is instituted against us, it could result in substantial costs and a diversion of our management's attention and resources.
- Share Price & Shareholder Rights - Risk 2Provisions in our charter documents and Delaware law could delay or prevent a change in control of Cubic.
Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a merger, acquisition or other change in control that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempt by our shareholders to replace or remove our current management by making it more difficult to replace or remove our board of directors. These provisions include: - prior to the date of the transaction, an affirmative vote of the holders of at least the majority of our outstanding common stock is required for the approval, adoption or authorization of a business combination;- a prohibition on shareholder action through written consent;- a requirement that special meetings of shareholders be called only by our board of directors or by a committee of our board of directors that has been duly designated to do so by our board of directors;- the authority of our board of directors to issue preferred stock with such terms as our board of directors may determine; and - a requirement for the affirmative vote of the holders of at least the majority of the total voting power of all outstanding shares of our voting stock to amend our amended and restated bylaws, or to amend specific provisions of our amended and restated certificate of incorporation. In addition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder, generally a person who, together with its affiliates, owns or within the last three years has owned 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner. Accordingly, Delaware law may discourage, delay or prevent a change in control of our company.
- Share Price & Shareholder Rights - Risk 3As a result of the rapid accumulation of our stock by an investor, our board of directors adopted a shareholder rights plan which may impair a takeover attempt and speculation regarding potential transactions or our failure to enter into any transaction at all may cause significant fluctuations in our share price.
On September 20, 2020, in response to the rapid accumulation of our stock by an investor, our board of directors adopted a shareholder rights plan (Rights Plan) and declared a dividend of one preferred stock purchase right for each outstanding share of our common stock to shareholders of record on October 1, 2020. The dividend distribution was made to such shareholders on October 1, 2020. In general terms, and subject to certain exceptions, the Rights Plan restricts any person or group of affiliated or associated persons from acquiring, or obtaining the right to acquire, beneficial ownership of 15% (20% in the case of a Passive Institutional Investor, as such term is defined in Rights Plan) or more of shares of our common stock (including certain synthetic equity positions created by derivative securities) (an Acquiring Person), and any person or group of affiliated or associated persons from making a tender offer or exchange offer, the consummation of which would result in a person or group becoming an Acquiring Person. The Rights Plan could make it more difficult for a third party to acquire the Company or a large block of our shares of common stock without the approval of our board of directors. The rights will expire on September 19, 2021. With respect to approaches by third parties, there can be no assurance that we will engage in a transaction or take other actions as a result. Speculation regarding the possibility of such a transaction or actions by us may cause our share price to fluctuate significantly. Our failure to engage with such parties, enter into a transaction with any of them or take other actions they request may adversely affect our share price.
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