Yubo International Biotech (YBGJ) Risk Analysis
Risk Overview Q3, 2020
Source: the company's latest filing for the period ended Aug 31, 2020, filed Oct 20, 2020
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1We may issue shares of our capital stock or debt securities to raise capital, settle liabilities and to complete a business combination, which would very significantly reduce the equity interest of our stockholders and would likely cause a change in control of our ownership.
Our certificate of incorporation currently authorizes the issuance of up to 120,000,000 shares of common stock and 5,000,000 shares of preferred stock and we only have outstanding 1,178,762 class A common shares and 567 class B common shares (no more class B shares can be issued). The issuance of additional shares of our common stock or any number of shares of our preferred stock in connection with a reverse merger transaction or to raise cash or settle liabilities: - would very significantly reduce the equity interest of current shareholders;- will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present officers and directors; and - may adversely affect prevailing market prices for our common stock.
Risk Highlights Q3, 2020
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 11
- Share Price & Shareholder Rights - Risk 1We may issue shares of our capital stock or debt securities to raise capital, settle liabilities and to complete a business combination, which would very significantly reduce the equity interest of our stockholders and would likely cause a change in control of our ownership.
Our certificate of incorporation currently authorizes the issuance of up to 120,000,000 shares of common stock and 5,000,000 shares of preferred stock and we only have outstanding 1,178,762 class A common shares and 567 class B common shares (no more class B shares can be issued). The issuance of additional shares of our common stock or any number of shares of our preferred stock in connection with a reverse merger transaction or to raise cash or settle liabilities: - would very significantly reduce the equity interest of current shareholders;- will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present officers and directors; and - may adversely affect prevailing market prices for our common stock.
- Share Price & Shareholder Rights - Risk 2Stock, Stockholder and Charter Related Risks Our significant shareholder and executive officers and directors may be able to influence matters requiring stockholder approval.
Our principal shareholder, MALLC, beneficially owns approximately 51% of our outstanding voting power and our executive officers and directors beneficially own approximately 9% of our outstanding voting power (also see Item 10. Executive Compensation Employment/Consulting Agreements). Two of our directors and our Secretary/Treasurer serve as sole managers of MALLC, with the ability to vote and dispose of our shares owned by that company by majority vote. Because of its high level of stock ownership, and the Board and management representation in its voting power, MALLC, or MALLC and the executive officers and directors, will be able to influence all of our affairs and actions including matters requiring shareholder approval.
- Share Price & Shareholder Rights - Risk 3There is a potential conflict of interest between management's duty to protect all shareholders and their duty as managers of Magna Acquisition LLC to protect MALLC's interest.
Two of our directors and our Secretary/Treasurer are managers of MALLC. There could be situations where the interests of MALLC are different than the interests of all shareholders and management would be faced with a potential conflict of interest in such situations.
- Share Price & Shareholder Rights - Risk 4Sales of control shares may depress the price of our common stock.
Sales of substantial amounts of our common stock by shareholders in the public market, or even the potential for such sales, are likely to adversely affect the market price of our common stock and our ability to raise capital by selling equity securities. We currently have 1,179,329 shares of common stock issued and outstanding, of which 607,727 shares are held by an affiliate of the Company (MALLC), and the majority of the balance of which are freely tradable. The shares held by MALLC are deemed "restricted" or "control" securities, as such terms are defined in the Securities Act of 1933, as amended. As such, those shares may be sold in the future only pursuant to registration under the Securities Act or an exemption such as Rule 144 under the Securities Act. Under Rule 144, some of these securities are currently eligible for sale in the public market and the balance will become eligible for sale in the public market beginning one year following the cessation of our "shell" company status pursuant to consummation of a business combination and our filing of required public disclosure in connection therewith, provided in each case that the seller, so long as it remains an affiliate of the Company, complies with the volume limitations of that rule. The market price of our common stock could drop significantly if the holder of these securities sells them or are perceived by the market as intending to sell them.
- Share Price & Shareholder Rights - Risk 5Our common stock price has fluctuated considerably, has limited trading volume and may not appreciate in value.
Our shares are traded on the OTC Pink under the symbol "MAGAA." Trading in our shares has generally been inactive. The absence of an active trading market reduces the liquidity of an investment in our shares. The market price for our shares has been and is likely to be very volatile. Numerous factors beyond our control may have a significant adverse effect on prices. In the past, companies that have experienced volatility in the market price of their stock have been the objects of securities class action litigation. If we were the object of securities class action litigation, it could result in substantial costs and a diversion of our management's attention and resources.
- Share Price & Shareholder Rights - Risk 6Our corporate charter contains authorized, unissued preferred stock which may be issued with terms that dilute voting and other rights of common stockholders.
Our certificate of incorporation authorizes the issuance of up to 5,000,000 shares of "blank check" preferred stock with designations, rights and preferences that may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue a new series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common shareholders. The issuance of a new series of preferred stock could be used in certain circumstances as a method of discouraging, delaying or preventing a change in control of us.
- Share Price & Shareholder Rights - Risk 7Shareholders may not be able to recover damages from our directors and executive officers for actions taken.
Our certificate of incorporation includes provisions which eliminate the personal liability of our directors and executive officers to the extent permitted by applicable law. As a result, shareholders may be unable to recover damages against our directors and executive officers for actions taken by them which constitute negligence or a violation of some of their fiduciary duties.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.