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Quantum X Inc (QUTX) Risk Analysis
Risk Overview Q4, 2023
Source: the company's latest filing for the period ended Dec 31, 2023, filed Apr 01, 2024
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1SRAX may sell a large number of shares, resulting in a substantial diminution to the value of shares held by existing shareholders.
Pursuant to the non-redeemable convertible notes and Series C Convertible Preferred Stock, the Company is prohibited from delivering a conversion notice to SRAX to the extent that the issuance of shares would cause SRAX to beneficially own more than 4.99% of the Company's then-outstanding Common Shares. These restrictions; however, do not prevent SRAX from selling Common Shares received in connection with the non-redeemable convertible notes and Series C Convertible Preferred Stock and then receiving additional Common Shares in connection with a subsequent issuance. In this way, SRAX could sell more than 4.99% of the outstanding Common Shares in a relatively short time frame while never holding more than 4.99% at any one time. As a result, existing shareholders and new investors could experience substantial diminution in the value of their Common Shares. Additionally, the Company does not have the right to control the timing and amount of any sales by SRAX of the shares issued under the non-redeemable convertible notes and Series C Convertible Preferred Stock.
- Share Price & Shareholder Rights - Risk 2Substantial sales of the Company's stock may impact on the market price of its Common Shares.
Future sales of substantial amounts of the Company's Common Shares, including shares that it may issue upon exercise of options and warrants, could adversely affect the market price of the Company's Common Shares. Further, if the Company raises additional funds through the issuance of Common Shares or securities convertible into or exercisable for Common Shares, the percentage ownership of the Company's shareholders will be reduced, and the price of its Common Shares may fall.
Risk Highlights Q4, 2023
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 36
- Share Price & Shareholder Rights - Risk 1ChangedSRAX may sell a large number of shares, resulting in a substantial diminution to the value of shares held by existing shareholders.
Pursuant to the non-redeemable convertible notes and Series C Convertible Preferred Stock, the Company is prohibited from delivering a conversion notice to SRAX to the extent that the issuance of shares would cause SRAX to beneficially own more than 4.99% of the Company's then-outstanding Common Shares. These restrictions; however, do not prevent SRAX from selling Common Shares received in connection with the non-redeemable convertible notes and Series C Convertible Preferred Stock and then receiving additional Common Shares in connection with a subsequent issuance. In this way, SRAX could sell more than 4.99% of the outstanding Common Shares in a relatively short time frame while never holding more than 4.99% at any one time. As a result, existing shareholders and new investors could experience substantial diminution in the value of their Common Shares. Additionally, the Company does not have the right to control the timing and amount of any sales by SRAX of the shares issued under the non-redeemable convertible notes and Series C Convertible Preferred Stock.
- Share Price & Shareholder Rights - Risk 2ChangedSubstantial sales of the Company's stock may impact on the market price of its Common Shares.
Future sales of substantial amounts of the Company's Common Shares, including shares that it may issue upon exercise of options and warrants, could adversely affect the market price of the Company's Common Shares. Further, if the Company raises additional funds through the issuance of Common Shares or securities convertible into or exercisable for Common Shares, the percentage ownership of the Company's shareholders will be reduced, and the price of its Common Shares may fall.
- Share Price & Shareholder Rights - Risk 3The Company has the ability to issue additional shares of its Common Shares and shares of preferred stock without asking for shareholder approval, which could cause investments to be diluted.
The Company's certificate of incorporation authorizes the Board of Directors to issue up to twelve billion Common Shares and up to one million shares of "blank check" preferred stock. The power of the Board of Directors to issue Common Shares, preferred stock or warrants or options to purchase Common Shares or preferred stock is generally not subject to shareholder approval. Accordingly, any additional issuance of the Company's Common Shares, or preferred stock that may be convertible into Common Shares, may have the effect of diluting an investment, and the new securities may have rights, preferences and privileges senior to those of the Company's Common Shares.
- Share Price & Shareholder Rights - Risk 4The Company's Common Shares is thinly traded, and investors may be unable to sell some or all of their shares at the price they would like, or at all, and sales of large blocks of shares may depress the price of the Company's Common Shares.
The Company's Common Shares has historically been sporadically or thinly-traded, meaning that the number of persons interested in purchasing shares of the Company's Common Shares at prevailing prices at any given time may be relatively small or nonexistent. As a consequence, there may be periods of several days or more when trading activity in shares of its Common Shares is minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. This could lead to wide fluctuations in the Company's share price. Investors may be unable to sell their Common Shares at or above their purchase price, which may result in substantial losses. Also, as a consequence of this lack of liquidity, the trading of relatively small quantities of shares by the Company's shareholders may disproportionately influence the price of shares of the Company's Common Shares in either direction. The price of shares of the Company's Common Shares could, for example, decline precipitously in the event a large number of shares of its Common Shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price.
- Share Price & Shareholder Rights - Risk 5Penny stock rules may make buying or selling the Company's securities difficult which may make its stock less liquid and make it harder for investors to buy and sell the Company's shares.
Trading in the Company's securities is subject to the SEC's penny stock rules and it is anticipated that trading in the Company's securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends the Company's securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in the Company's securities, which could severely limit the liquidity of the Company's securities and consequently adversely affect the market price for its securities.
- Share Price & Shareholder Rights - Risk 6If securities industry analysts do not publish research reports on the Company, or publish unfavorable reports on the Company, then the market price and market trading volume of the Company's Common Shares could be negatively affected.
Any trading market for the Company's Common Shares will be influenced in part by any research reports that securities industry analysts publish about it. The Company does not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of the Company, the market price and market trading volume of its Common Shares could be negatively affected. In the event the Company are covered by analysts, and one or more of such analysts downgrade the Company's securities, or otherwise reports on it unfavorably, or discontinues coverage or us, the market price and market trading volume of the Company's Common Shares could be negatively affected.
- Share Price & Shareholder Rights - Risk 7The Company's stock price is likely to be highly volatile because of several factors, including a limited public float.
The market price of the Company's Common Shares has been volatile in the past and the market price of its Common Shares is likely to be highly volatile in the future. You may not be able to resell shares of the Company's Common Shares following periods of volatility because of the market's adverse reaction to volatility. Other factors that could cause such volatility may include, among other things: - Actual or anticipated fluctuations in the Company's operating results;- The absence of securities analysts covering the Company and distributing research and recommendations about the Company;- The Company may have a low trading volume for a number of reasons, including that a large portion of its stock is closely held;- Overall stock market fluctuations;- Announcements concerning the Company's business or those of its competitors;- Actual or perceived limitations on the Company's ability to raise capital when the Company requires it, and to raise such capital on favorable terms;- Conditions or trends in the industry;- Litigation;- Changes in market valuations of other similar companies;- Future sales of Common Shares;- Departure of key personnel or failure to hire key personnel; and - General market conditions. Any of these factors could have a significant and adverse impact on the market price of the Company's Common Shares and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Company's Common Shares and/or warrants, regardless of its actual operating performance.
- Share Price & Shareholder Rights - Risk 8Certain provisions of the General Corporation Law of the State of Delaware may have anti-takeover effects, which may make an acquisition of the Company by another company more difficult.
The Company is subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware, which prohibits a Delaware corporation from engaging in any business combination, including mergers and asset sales, with an interested shareholder (generally, a 15% or greater shareholder) 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. The operation of Section 203 may have anti-takeover effects, which could delay, defer or prevent a takeover attempt that a holder of the Company's Common Shares might consider in its best interest.
- Share Price & Shareholder Rights - Risk 9Provisions of the Company's certificate of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of the Company's shareholders.
Provisions of the Company's certificate of incorporation and its bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of the Company's shareholders may be called, and may delay, defer or prevent a takeover attempt. Further, the Company's certificate of incorporation, as amended, authorizes the issuance of up to one million (1,000,000) shares of preferred stock with such rights and preferences as may be determined from time to time by the Company's board of directors in their sole discretion. The Company's board of directors may, without shareholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company's Common Shares.
- Share Price & Shareholder Rights - Risk 10Substantial Number of Authorized but Unissued Shares
The Company has twelve billion (12,000,000,000) Common Shares that may be issued by the Board without further action or approval of the Company's shareholders. 108,740,329 of those Common Shares are currently issued and outstanding. While the Board is required to fulfill its fiduciary obligations in connection with the issuance of such shares, the shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of the Company's shareholders.
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