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Table of Contents
<br />If we fail to comply with the obligation in our Senior Credit Facilities to use commercially reasonable efforts to raise a minimum of $100 million equity or subordinated
<br />debt financing, we could be in default under the Senor Credit Facilities or if the terms of such financing are not favorable to us our financial condition may be adversely
<br />impacted
<br />Our Senior Credit Facilities require us to use commercially reasonable efforts (assuming normal market conditions) to raise a minimum of $100 million equity or subordinated
<br />debt financing by April 15, 2024. We are currently pursuing a subordinated debt financing but there are no assurances that we will be able to complete such financing on
<br />favorable terms or at all. If we fail to comply with the obligation, our lenders could declare that an event of default has occurred and accelerate our indebtedness and we may not
<br />have sufficient funds available for repayment.
<br />Risks Related to Ownership of Our Class A Common Stock
<br />The trading price of our Class A common stock is volatile.
<br />The trading price of our Class A common stock is volatile and could be subject to wide fluctuations, some of which are beyond our control. During the year ended
<br />December 31, 2023, our Class A common stock has traded at a low of $18.40 and a high of $65.86. The stock market in general has experienced extreme price and volume
<br />fluctuations that have often been unrelated or disproportionate to the operating performance of publicly traded companies. If the stock market in general experiences a
<br />significant decline, the trading price of our Class A common stock could decline for reasons unrelated to our business, financial condition, or operating results. As a result of
<br />this volatility, you may not be able to sell your Class A common stock at or above the price you paid for it, and you may lose some or all of your investment. Additionally,
<br />although historically there has not been a large short position in our Class A common stock, securities of certain companies have recently experienced extreme and significant
<br />volatility as a result of a large aggregate short position driving up the stock price over a short period of time, which is known as a "short squeeze." Furthermore, some
<br />companies that have had volatile market prices for their securities have had securities class actions filed against them. If a suit were filed against us, regardless of its merits or
<br />outcome, it would likely result in substantial costs and divert management's attention and resources. This could have a material adverse effect on our business, operating results,
<br />and financial condition.
<br />Holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to five votes per share. The lower voting
<br />power of our Class A common stock may negatively affect the attractiveness of our Class A common stock to investors and, as a result, its market value.
<br />We have two classes of common stock: Class A common stock, which is listed on the NYSE, and which is entitled to one vote per share, and Class B common stock, which is
<br />not listed on any security exchange and is entitled to five votes per share. The difference in the voting power of our Class A and Class B common stock could diminish the
<br />market value of our Class A common stock because of the superior voting rights of our Class B common stock and the power those rights confer.
<br />For the foreseeable future, Mr. Sakellaris or his affiliates will be able to control the selection of all members of our board of directors, as well as virtually every other
<br />matter that requires stockholder approval, which will severely limit the ability of other stockholders to influence corporate matters.
<br />Except in certain limited circumstances required by applicable law, holders of Class A and Class B common stock vote together as a single class on all matters to be voted on by
<br />our stockholders. Mr. Sakellaris, our founder, principal stockholder, president, and chief executive officer, and certain of his family members own all of our Class B common
<br />stock, which, together with their Class A common stock, represents approximately 74.5% of the combined voting power of our outstanding Class A and Class B common stock.
<br />Under our restated certificate of incorporation, holders of shares of Class B common stock may generally transfer those shares to family members, including spouses and
<br />descendants or the spouses of such descendants, as well as to affiliated entities, without having the shares automatically convert into shares of Class A common stock.
<br />Therefore, Mr. Sakellaris, his affiliates, and his family members and descendants will, for the foreseeable future, be able to control the outcome of the voting on virtually all
<br />matters requiring stockholder approval, including the election of directors and significant corporate transactions such as an acquisition of our company, even if they come to
<br />own, in the aggregate, as little as 20% of the economic interest of the outstanding shares of our Class A and Class B common stock. Moreover, these persons may take actions
<br />in their own interests that you or our other stockholders do not view as beneficial.
<br />Though we may repurchase shares of our Class A common stock pursuant to our share repurchase program, we are not obligated to do so and if we do, we may purchase
<br />only a limited number of shares of Class A common stock.
<br />In 2016, we announced a stock repurchase program under which the Company is authorized to repurchase, in the aggregate, up to $17.6 million of our Class A common stock.
<br />We are not obligated to acquire any shares of our Class A common stock, and holders of our Class A common stock should not rely on the share repurchase program to increase
<br />their liquidity. Our utilization of the share repurchase program depends upon a variety of factors, including the trading price of our Class A common stock, liquidity, securities
<br />laws restrictions, tax and other regulatory restrictions, alternative uses of capital, and market and economic conditions. Any stock repurchase would be through open market
<br />transactions or in privately negotiated transactions, in
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