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Latest 10-Q filed 10/30/2025 · Compared against 8/5/2025
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Item 1A. Risk Factors
Other than the additional risk factor below, there have been no material changes to our risk factors as previously disclosed in our 2024 Annual Report.
There is no guarantee the Proposed Redomicileiation will be completed or, if completed, will result in the anticipated benefits to the Company and its shareholders.
Completion of the Proposed Redomicileiation is subject to satisfaction of multiple conditions, including various shareholder aapprovals and approval o of an applicable court under the laws of England and Wales. Meetings to oWe obtain the requisite sed shareholder votes to approve the Proposed Redomicile were scheduled to be held on July 15, 2025, however, based on the preliminary voting results for those meetings, we decided to adjourn indefinitely one meeting and withdraw the resolutal to effect the Redomiciliations scheduled for consideration at the other meetings. This decision was intended to allow the Company to engage further with at a series of back-to-back shareholders and gather their feedback and perspectives on the Proposed Redomicile, including the go meetings held on October 16, 2025. Howevernance changes proposed to be i, complemented in connection with the Proposed tion of the Redomicile. Following such engagement with shareholders, we intend to set a new timeline for obtiation remaining the requisite approvals for s subject to othe Proposed Redomicile, as well as revise certain governance-related proposals that will be considered by shareholders at new shareholder meetings. We will also send notir conditions and there can be no assurance of these new shareholder meetings to shareholders and file a new definitive proxy statement and scheme circular in connection with the Proposed Redomicile, each in accordance with applicable U.S. and U.that the Company will obtain the necessary U.K. laws.
There can be no assurance that the required court approvals will be obtained atto proceed with the new shareholder meetingsRedomiciliation, and further, our Board of Directors reserves the right to elect to abandon the Proposed Redomicileiation at any time. If the Proposed Redomicileiation is not completed for any reason, we may experience negative reactions from the financial markets, which in turn could have a negative impact on our share price. Additionally, a further delay in completing the Proposed Redomicileiation could divert management attention or cause the Company to lose some or all of the anticipated benefits of the Proposed Redomicileiation. Even if the Proposed Redomicile is successfully approved and iation is completed, there can be no assurance that we will achieve all of the anticipated benefits, or any of them.