Duesenberg Technologies (DUSYF) Risk Analysis
Risk Overview Q2, 2023
Source: the company's latest filing for the period ended Jul 31, 2023, filed Dec 27, 2023
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Because our largest shareholder, Lim Hun Beng, who is also our CEO and director beneficially controls 49.39% 55.56% of our outstanding common stock, investors may find that corporate decisions influenced by Hampshire Group and Mr. Lim are inconsistent with the best interests of other stockholders.
Mr. Lim Hun Beng, or CEO and director directly controls 13.19% of our common stock, Hampshire Capital Limited controls 32.53%, Hampshire Motors Group Ltd. controls 2.26%, and Hampshire Brands (PTE) Ltd. controls 7.57% of the issued and outstanding shares of our common stock. Mr. Lim Hun Beng is director and major shareholder of Hampshire Capital, Hampshire Motors, and Hampshire Brands (together referred here as "Hampshire Group") and, accordingly, beneficially controls 55.56% or our common stock. In accordance with our Articles of Incorporation and Bylaws, Hampshire Group is able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management. The interests of Hampshire Group may not be, at all times, the same as those of other shareholders. Hampshire Group has the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including the merger of our company with or into another company, the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership with Hampshire Group may also have the effect of delaying, deferring or preventing a change in control of Duesenberg which may be disadvantageous to minority shareholders.
Risk Highlights Q2, 2023
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 18
- Share Price & Shareholder Rights - Risk 1Because our largest shareholder, Lim Hun Beng, who is also our CEO and director beneficially controls 55.56% of our outstanding common stock, investors may find that corporate decisions influenced by Hampshire Group and Mr. Lim are inconsistent with the best interests of other stockholders.
Mr. Lim Hun Beng, or CEO and director directly controls 13.19% of our common stock, Hampshire Capital Limited controls 32.53%, Hampshire Motors Group Ltd. controls 2.26%, and Hampshire Brands (PTE) Ltd. controls 7.57% of the issued and outstanding shares of our common stock. Mr. Lim Hun Beng is director and major shareholder of Hampshire Capital, Hampshire Motors, and Hampshire Brands (together referred here as "Hampshire Group") and, accordingly, beneficially controls 55.56% or our common stock. In accordance with our Articles of Incorporation and Bylaws, Hampshire Group is able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management. The interests of Hampshire Group may not be, at all times, the same as those of other shareholders. Hampshire Group has the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including the merger of our company with or into another company, the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership with Hampshire Group may also have the effect of delaying, deferring or preventing a change in control of Duesenberg which may be disadvantageous to minority shareholders.
- Share Price & Shareholder Rights - Risk 2The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations and reduces the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable to "emerging growth companies" may make our common stock less attractive to investors.
We are and we will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Exchange Act. For so long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. There may be a situation where investors may find our common stock less attractive because we rely on some or all of these exemptions. If some investors find our common stock less attractive as a result, we may experience decreased trading market for our common stock making our stock price more volatile. Since we avail ourselves of certain exemptions from various reporting requirements, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.
- Share Price & Shareholder Rights - Risk 3Because majority of our directors are not independent, they can make and control corporate decisions that may be disadvantageous to other common shareholders.
Our shares of common stock are listed on OTC Markets inter-dealer quotation system, which does not have director independence requirements. For the purpose of determining director independence, we have adopted the independence requirements of Canadian National Instrument 52-110 - Audit Committees ("NI 52-110") as we are an OTC reporting issuer in the province of British Columbia. NI 52-110 recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who has no direct or indirect material relationship with us. A material relationship is a relationship, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director's independent judgment. Four of our current five directors cannot be considered independent. Mr. Ong, See-Ming and Mr. Jürgen Barth are not independent directors due to their share position in the Company. Mr. Lim, Hun Beng is not an independent director because, aside from being our CEO and President, he also beneficially holds 55.56% of our issued and outstanding shares of common stock. Mr. Liong, Fook Weng is not an independent director because of his current position as CFO and Secretary of the Company, as well as the share position in the Company.
- Share Price & Shareholder Rights - Risk 4"Penny stock" rules may make buying or selling our common stock difficult, and severely limit its marketability and liquidity.
Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common shares is less than $5.00 per share, the common shares will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: 1.contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;2.contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;3.contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;4.contains a toll-free telephone number for inquiries on disciplinary actions;5.defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and 6.contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such shares; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our shares.
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