{"url_path":"/sec/byfc/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1001171/0001140361-26-012311-index.html","accession_number":"0001140361-26-012311","cik":"0001001171","ticker":"BYFC","issuer_name":"BROADWAY FINANCIAL CORP \\DE\\","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001171/0001140361-26-012311-index.html","primary_entity_key":"0001001171","primary_entity_name":"BROADWAY FINANCIAL CORP \\DE\\"},"word_count":5328,"has_tables":true,"body_markdown":"ITEM 1A. RISK FACTORS\n\nWe are exposed to a variety of risks, some of which are inherent to the financial services industry and others of which are more\nspecific to our businesses. The discussion below addresses material factors, of which we are currently aware, that could have a material and adverse effect on our businesses, results of operations, and financial condition. The disclosures below\nreflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future. References to past events are provided by way of example only and are not intended to be a complete\nlisting or a representation as to whether or not such factors, events, or contingencies have occurred in the past or their likelihood of occurring in the future. These risk factors and other forward-looking statements that relate to future\nevents, expectations, trends and operating periods involve certain factors that are subject to change, and important risks and uncertainties that could cause actual results or outcomes to differ materially. These risks and uncertainties should\nnot be considered a complete discussion of all the risks and uncertainties that we might face. Although the risks are organized by headings and each risk is discussed separately, many are interrelated.\n\n20\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nRisks Relating to Our Business\n\nThe macroeconomic environment could pose significant challenges for the Company and could adversely affect our financial condition and\nresults of operations.\n\nInflation poses risk to the economy overall and could indirectly pose challenges to our clients and to our business. Elevated inflation can impact our\nbusiness customers through loss of purchasing power for their customers, leading to lower sales. Rising inflation can also increase input and inventory costs for our customers, forcing them to raise their prices or lower their profitability.\nSupply chain disruption, also leading to inflation, can delay our customers’ shipping ability, or timing on receiving inputs for their production or inventory. Inflation can lead to higher wages for our commercial customers, increasing costs.\nAll of these inflationary risks for our commercial customer base can be financially detrimental, leading to increased likelihood that the customer may default on a loan.\n\nFor example, sustained inflationary pressure led the Federal Reserve to raise interest rates seven times in 2022, and four times in 2023,\nwhich increased our interest rate risk. Analysts have been monitoring the level of uninsured deposits in banks due to the liquidity risk associated with high levels of uninsured deposits. To the extent such conditions exist or worsen, we\ncould experience adverse effects on our business, financial condition, and results of operations.\n\nAdditionally, financial markets may be adversely affected by the current or anticipated impact of military conflict, including hostilities between Russia and Ukraine and the\nconflict in the Middle East, terrorism, or other geopolitical events.\n\nOur future success will depend on our ability to compete effectively in the highly competitive financial services industry in the\ngreater Washington, D.C. and Los Angeles metropolitan areas.\n\nWe face strong competition in the Washington, D.C. metropolitan area and the Southern California Market. We compete with many different types of\nfinancial institutions, including commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, insurance companies, and money market funds, as well as other local and community,\nsuper-regional, national, and international financial institutions that operate offices in our primary market areas and elsewhere. Our future growth and success will depend on our ability to compete effectively in this highly competitive\nfinancial services environment. Many of our competitors in the greater Washington, D.C. and Los Angeles metropolitan areas are well-established, larger financial institutions that have greater name recognition and market presence that benefit\nthem in attracting business. Failure to compete effectively and to attract new or to retain existing clients may have an adverse effect on our financial condition, results of operations, assets, or business.\n\nA downturn in the real estate market could seriously impair our loan portfolio and operating results.\n\nMost of our loan portfolio consists of loans secured by various types of real estate located in Southern California and in Washington, D.C., and\nsurrounding areas. If economic factors cause real estate values in the markets we serve to decline, higher vacancies to occur, or the deterioration of other factors, then the financial condition of the Bank’s borrowers could be harmed, and the\ncollateral for loans will provide less security. In addition, a decline in real estate values in the regions served could result in the Bank experiencing increases in loan delinquencies and defaults, which result in increases in the amounts of\nnonperforming assets and which would likely cause the Bank to suffer losses.\n\nOur allowance for credit losses may not be adequate to cover actual loan losses.\n\nOur provision for credit losses is based on estimates of expected lifetime credit losses for loans at the time of origination which may not cover actual future credit losses. Management utilizes a variety of\ninputs in the calculation of its estimate, including historical losses based on peer data, economic conditions and trends, the value and adequacy of collateral, volume and mix of the portfolio, and internal loan processes. We use historical\nloss data provided by our third-party service provider in the calculation of our ACL which may not approximate our own historical loss data. Our ability to accurately forecast and react to future losses may be impaired by significant\nuncertainties which could result in loan losses and other exposures that could exceed our allowance. Furthermore, if the models, estimates and assumptions we use to establish our ACL or the judgments we make in extending credit to our\nborrowers prove inaccurate in predicting future events, the result may also be losses in excess of our ACL. As economic conditions change, we may have to increase our ACL, which could adversely affect our results of operations, earnings, and\nfinancial condition.\n\nChanges in interest rates affect profitability.\n\nChanges in prevailing interest rates adversely affect our business. We derive income mainly from the difference or “spread” between the\ninterest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the wider the spread, the more we will earn. When market rates of interest\nchange, the interest the Bank receives on assets and the interest paid on liabilities will fluctuate. In addition, the timing and rate of change in the interest that the Bank earns on assets do not necessarily match the timing and rate of\nchange in the interest that it must pay on deposits and other interest-bearing liabilities, even though most of the loans have adjustable-rate features. This causes increases or decreases in the spread and can greatly affect income. When the\ninterest rates paid on deposits and borrowings increase faster than the interest rates earned on loans and securities, the Bank’s spread decreases which has a negative impact on profitability. Also, the carrying value of our\navailable-for-sale investment portfolio will continue to decrease due to increases in interest rates. In addition, interest rate fluctuations can affect how much money the Bank may be able to lend and its ability to attract and retain\ncustomer deposits, which are an important source of funds for making and holding loans.\n\n21\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nChanges in governmental regulation may impair operations or restrict growth.\n\nWe are subject to substantial governmental supervision and regulation, which are intended primarily for the protection of depositors rather\nthan our stockholders. Statutes and regulations affecting our business may be changed at any time, and the interpretation of existing statutes and regulations by examining authorities may also change. Within the last several years, Congress\nand the federal bank regulatory authorities have made significant changes to these statutes and regulations. There can be no assurance that such changes to the statutes and regulations or in their interpretation will not adversely affect our\nbusiness. Moreover, the Bank operates as a Community Development Financial Institution (CDFI) and as a result, we face a complex and evolving regulatory and political landscape, and changes in laws, regulations, initiatives, or regulatory\npolicies could adversely affect our business, financial condition, and results of operations. We are also subject to changes in other federal and state laws, including changes in tax laws, which could materially affect the banking industry.\nIf we fail to comply with federal bank regulations, our regulators may limit our activities or growth, assess civil money penalties against us or place the Bank into conservatorship or receivership. Bank regulations can hinder our ability to\ncompete with financial services companies that are not regulated or are less regulated.\n\nNegative public opinion regarding us or the failure to maintain our reputation in the communities we serve could adversely affect our\nbusiness and prevent us from growing our business.\n\nOur reputation within the communities we serve is critical to our success. We believe we have built strong personal and professional relationships with\nour customers and are an active member of the communities we serve. If our reputation is negatively affected, including as a result of actions of our employees or otherwise, we may be less successful in attracting new customers or talent or may\nlose existing customers, and our business, financial condition and earnings could be adversely affected.\n\nWe may not be successful in retaining key employees.\n\nOur success will depend in part on its ability to retain the talents and dedication of key employees. If key employees unexpectedly terminate their\nemployment, our business activities may be adversely affected and management’s attention may be diverted from successfully integrating operating our business to hiring suitable replacements, which may cause our business to suffer. In addition,\nwe may not be able to identify or recruit suitable replacements in a timely manner, if at all, for any key employees who leave the Company.\n\nGeneral Risk Factors\n\nIneffective internal control over financial reporting could affect our ability to record, process, and report financial information\naccurately, impair our ability to prepare financial statements, negatively affect investor confidence, and cause reputational harm.\n\nEffective internal controls are necessary for the Company to provide reliable and accurate financial reporting and financial statements for\nexternal purposes in accordance with generally accepted accounting principles. A failure to maintain effective internal control over financial reporting could lead to violations, unintentional or otherwise, of laws and regulations. As\ndisclosed in the Company’s Form 8-K filed on October 15, 2025, the Company’s management, with oversight of the Audit Committee of the Board of Directors (the “Audit Committee”) of Broadway Financial Corporation, the holding company of City\nFirst Bank, National Association, concluded that the Company’s audited consolidated financial statements for the fiscal years ended December 31, 2024 and 2023, and the unaudited interim consolidated financial statements for the quarters ended\nMarch 31, 2024, June 30, 2024, September 30, 2024, and March 31, 2025 (collectively, the “Affected Financials”), each as previously filed with the Securities and Exchange Commission (“SEC”), should no longer be relied upon because of an error\nrelated to certain loan participation agreements and should therefore be restated. In addition, as a result of the foregoing determination, related press releases, stockholder communications, investor presentations and other communications\ndescribing relevant portions of the Affected Financials should no longer be relied upon. In connection with the Affected Financials, the Company’s management identified material weaknesses in the Company’s internal control over financial\nreporting as of the dates the Affected Financials were originally filed.\n\nIf the additional controls and procedures that we have implemented to remediate the material weaknesses prove to be insufficient or we identify other\ncontrol deficiencies that individually or together constitute significant deficiencies or material weaknesses, the Company’s ability to record, process, and report financial information accurately, and to prepare financial statements within\nrequired time periods, could be adversely affected. Litigation, government investigations, or regulatory enforcement actions arising out of any such failure or alleged failure could subject us to civil and criminal penalties that could\nmaterially and adversely affect our reputation, financial condition, and operating results. Similarly, the control deficiency, remediation efforts, and any related litigation, government investigations, or regulatory enforcement actions will\nrequire management attention and resources and cause us to incur unanticipated costs and could negatively affect investor confidence in our financial statements, cause us reputational harm, and raise other risks to our operations.\n\n22\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOur failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which would negatively impact the market\nprice and liquidity of our common stock and our ability to access the capital markets.\n\nIf we fail to satisfy the continued listing requirements of Nasdaq, such as the $1.00 minimum closing bid price or timely periodic financial reporting\nrequirements, Nasdaq may take steps to delist the Company’s securities. For example, on August 21, 2025, we received a Staff Delisting Determination letter (the “Staff Determination”) from Nasdaq that it had initiated the delisting process with\nrespect to the Company’s securities. Following the filing of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025 and September 30, 2025, we received a letter from Nasdaq on February 17, 2026, stating that\nthe Company had regained compliance with Nasdaq continued listing requirements and the matter was closed. Any delisting of the Company’s securities, or threat of such delisting, would have a negative effect on the price of our common stock,\nimpair the ability to sell or purchase our common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue financing or other transactions on acceptable terms, or at all. Delisting\nfrom the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities. In the event of a delisting, we would attempt to take actions\nto restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our\ncommon stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.\n\nThe market price of our common stock is volatile. Stockholders may not be able to resell shares of our common stock at times or at\nprices they find attractive.\n\nThe trading price of our common stock has historically and will likely in the future fluctuate significantly as a result of a number of factors,\nincluding the following:\n\n●\n\nactual or anticipated changes in our operating results and financial condition;\n\n●\n\nactions by our stockholders, including sales of common stock by substantial stockholders and/or directors and executive officers, or perceptions that such actions may occur;\n\n●\n\nthe limited number of shares of our common stock that are held by the general public, commonly called the “public float,” and our small market capitalization;\n\n●\n\nfailure to meet stockholder or market expectations regarding loan and deposit volume, revenue, asset quality or earnings;\n\n●\n\nfailure to meet Nasdaq listing requirements, including failure to satisfy the $1.00 minimum closing bid price or timely financial reporting requirements;\n\n●\n\nspeculation in the press or the investment community relating to the Company or the financial services industry generally;\n\n●\n\nfluctuations in the stock price and operating results of our competitors;\n\n●\n\nproposed or adopted regulatory changes or developments;\n\n●\n\ninvestigations, proceedings, or litigation that involve or affect us;\n\n●\n\nthe performance of the national, California and Washington, D.C. economies and the real estate markets in Southern California and Washington, D.C.;\n\n●\n\ngeneral market conditions and, in particular, developments related to market conditions for the financial services industry;\n\n●\n\nadditions or departures of key personnel;\n\n●\n\nchanges in financial estimates or publication of research reports and recommendations by financial analysts with respect to our common stock or those of other financial institutions;\n\n●\n\nactions taken by bank regulatory authorities, including required additions to our loan loss reserves or the issuance of cease and desist orders, based on adverse evaluations of our loans and other assets, operating results, or\nmanagement practices and procedures or other aspects of our business; and\n\n●\n\nthe loss of our CDFI certification could potentially limit our grant income awards.\n\n23\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nWe have not paid cash dividends on our common stock since 2010 and we may not pay any cash dividends on our common stock for the\nforeseeable future.\n\nWe have not declared or paid cash dividends on our common stock since June 2010, initially due, in part, to regulatory restrictions and the operating\nlosses we have previously experienced. We have not determined to pay cash dividends on our common stock at any time in the near future.\n\nStock sales by us or other dilution of our equity may adversely affect the market price of our common stock.\n\nThe issuance of additional shares of our common stock, or securities that are convertible into our common stock, may be determined to be necessary or\nadvisable at times when our stock price is below book value, which could be substantially dilutive to existing holders of our common stock. The market value of our common stock could also decline as a result of sales by us of a large number of\nshares of our common stock or any future class or series of stock or the perception that such sales could occur.\n\nAnti-takeover provisions of our certificate of incorporation and bylaws, federal and state law and our stockholder rights plan may\nlimit the ability of another party to acquire the Company, which could depress our stock price.\n\nVarious provisions of our certificate of incorporation and bylaws and certain other actions that we have taken could delay or prevent a third-party from\nacquiring control of the Company even if such a transaction might be considered beneficial by our stockholders. These include, among others, our classified board of directors, the fact that directors may only be removed for cause, advance\nnotice requirements for stockholder nominations of director candidates or presenting proposals at our annual stockholder meetings, super-majority stockholder voting requirements for amendments to our certificate of incorporation and bylaws, and\nfor certain business combination transactions, and the authorization to issue “blank check” preferred stock by action of our board of directors, without obtaining stockholder approval. In addition, we approved a stockholder rights plan in\nSeptember 2019, the purpose of which was to protect our stockholders against the possibility of attempts to acquire control of or influence over the Company through open market or privately negotiated purchases of our common stock without\npayment of a fair price to all of our stockholders or through other tactics that do not provide fair treatment to all stockholders. These provisions and the stockholder rights plan could be used by our board of directors to prevent a merger or\nacquisition that would be attractive to stockholders and could limit the price investors would be willing to pay in the future for our common stock.\n\nOur common stock is not insured and stockholders could lose the value of their entire investment.\n\nAn investment in shares of our common stock is not a deposit and is not insured against loss or guaranteed by the Federal Deposit Insurance Corporation\n(the “FDIC”) or any other government agency or authority.\n\nIf we were to lose CDFI certification at the Bank level or fail to obtain CDFI certification at the holding company level, our ability\nto obtain certain grants and awards received in the past may be adversely affected.\n\nThe Bank is currently certified as a CDFI by the United States Department of the Treasury and is undergoing its periodic recertification, and CDFI\ncertification reinforces the Bank’s primary purpose of serving low income and underserved communities and enhances eligibility for certain grants and awards.  The Bank has received over $6.3 million in grants and awards from the CDFI Fund over\nthe last five years, which has been reinvested in the communities we serve; however, the Bank’s mission driven banking model is not dependent on such grant funding. The Company’s application for CDFI certification is pending, and there can be\nno assurance that such certification will be approved in a timely manner, if at all. As a holding company, the Company’s operations are conducted solely through the Bank, and holding company certification is related to corporate level\nrequirements rather than separate operating activities. A loss of CDFI certification at the Bank level, a failure of the Bank to successfully recertify, or a failure of the Company to obtain CDFI certification could  have a material adverse\neffect on our financial condition, results of operations, or business, including potential noncompliance with a shareholder agreement that requires holding company CDFI certification, loss of associated equity capital, default under one or more\nhistorical grant or award agreements, adverse impacts to certain depositor or strategic relationships, and the reduction, termination, or clawback of related grant or award funding.\n\nSystems failures, interruptions and cybersecurity breaches in our information technology and telecommunications systems and of\nthird-party service providers could have a material adverse effect on us.\n\nOur business is dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and the systems of\nits third-party service providers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information\ntechnology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity, or such third-party systems fail or experience interruptions. If\nsignificant, sustained, or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and\npossible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.\n\n24\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOur information technology systems and of our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes\nand other security breaches. We likely will expend additional resources to protect against the threat of such cybersecurity incident, or to alleviate problems caused by such cybersecurity incident. However, there can be no assurance that these\nmeasures will be sufficient in safeguarding against any such threats. Security breaches and viruses potentially exposing sensitive data, including our proprietary business information and that of our customers, suppliers and business partners,\nas well as personally identifiable information about our customers and employees, could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities and reputational harm. Further, there can be no assurance that our\ninsurance coverage will be sufficient to cover any losses that may result from a cybersecurity incident or breach of our systems.\n\nThe financial services industry is undergoing rapid technological change, and we may not have the resources to effectively implement\nnew technology or may experience operational challenges when implementing new technology.\n\nThe financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The\neffective use of technology increases efficiency and enables financial institutions to reduce costs while increasing customer service and convenience. Our future success will depend, at least in part, upon our ability to address the needs of\nour customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as create additional efficiencies in our operations as we continue to grow and expand our products and service\nofferings. We may experience operational challenges as we implement these new technology enhancements or products, which could result in us not fully realizing the anticipated benefits from such new technology or incurring significant costs to\nremedy any such challenges in a timely manner.\n\nMany of our larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be able to offer\nadditional or superior products compared to those that we are able to provide, which may put us at a competitive disadvantage. Accordingly, we may lose customers seeking new technology-driven products and services to the extent we are unable to\nprovide such products and services.\n\nThe markets in which we operate are susceptible to natural disasters, including earthquakes, fires, drought, flooding, extreme heat,\nand other severe weather or catastrophic events, any of which could result in a disruption of our operations and increases in loan losses.\n\nA significant portion of our business is generated from markets that have been, and will continue to be, susceptible to damage by earthquakes, fires,\ndrought, major seasonal flooding, and other severe weather or catastrophic events. In addition, natural disasters and other adverse external events can disrupt our operations, cause widespread property damage, and severely depress the local\neconomies in which we operate. The value of real estate or other collateral that secures our loans could be materially and adversely affected by a disaster, resulting in decreased revenue and loan losses that could have a material adverse\neffect on our business, financial condition or results of operations. If the economies in our primary markets experience an overall decline as a result of a natural disaster, severe weather, or other catastrophic event, demand for loans and our\nother products and services could be reduced. In addition, the rates of delinquencies, foreclosures, bankruptcies, and loan losses may increase substantially, as uninsured property losses or sustained job interruption or loss may materially\nimpair the ability of borrowers to repay their loans.\n\nRisks Relating to the Company Being a Public Benefit Corporation\n\nWe cannot provide any assurance that we will achieve our public benefit purposes.\n\nAs a public benefit corporation, we are required to seek to produce a public benefit or benefits and to operate in a responsible and sustainable manner,\nbalancing our stockholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the public benefit or benefits identified by our certificate of incorporation. There is no assurance that we will achieve our\npublic benefit purposes or that the expected positive impact from being a public benefit corporation will be realized, which could have a material adverse effect on our reputation, which in turn may have a material adverse effect on our\nfinancial condition, results of operations, assets, or business. As a public benefit corporation, we are required to report publicly at least biennially on the overall public benefit performance and on the assessment of our success in achieving\nour specific public benefit purpose. If we are not timely in providing this report or are unable to provide this report, or if the report is not viewed favorably by parties doing business with us or who are regulators or others reviewing its\ncredentials, our reputation and status as a public benefit corporation may be harmed.\n\nAs a Delaware public benefit corporation, our focus on specific public benefit purposes and producing a positive effect for society\ncan negatively impact our financial performance.\n\nUnlike traditional corporations, which have a fiduciary duty to focus primarily on maximizing stockholder value, directors of the Company (as a public\nbenefit corporation) have a fiduciary duty to consider not only our stockholders’ interests, but also the Company’s specific public benefit purposes and the interests of other stakeholder constituencies and to balance those interests in making\nbusiness decisions. As a result, actions we take that we believe to be in the best interests of those stakeholders and to help achieve our specific benefit purposes do not always fully align with our stockholder’s pecuniary interests. While we\nintend our status as a public benefit corporation to provide an overall net benefit to the Company, our customers, employees, community, and stockholders, this could result in actions or decisions that may not maximize the income generated from\nour business. In addition, our pursuit of longer-term or non-pecuniary benefits may not materialize within the timeframe we expect or at all. Accordingly, our corporate form as a public benefit corporation and compliance with the related\nobligations can have an adverse effect on our financial condition, results of operations, assets or business.\n\n25\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nFurthermore, as a public benefit corporation, we may be less attractive as a takeover target than a traditional company would be and, therefore, our\nstockholders’ ability to realize their investment through an acquisition may be reduced. Public benefit corporations may also not be attractive targets for activists or hedge fund investors because directors are required to balance our\nstockholders’ pecuniary interests, the best interests of those materially affected by our Company’s conduct, and the public benefit or benefits identified by the Company’s certificate of incorporation, and stockholders committed to the public\nbenefit can bring a suit to enforce this balancing requirement. Further, because the board of directors of a public benefit corporation considers additional constituencies rather than just maximizing stockholder value, Delaware public benefit\ncorporation law could make it easier for a board to reject a hostile bid, even if the takeover would provide the greatest short-term financial gain to stockholders.\n\nAs a Delaware public benefit corporation, the Company’s directors have a fiduciary duty to consider not only our stockholders’\ninterests, but also the specific public benefit purposes we have committed to promote and the interests of other stakeholder constituencies. If a conflict between such interests arises, there is no guarantee such conflict would be resolved in\nfavor of the interests of our stockholders.\n\nWhile directors of traditional corporations are required to make decisions they believe to be in the best interests of their stockholders, directors of a\npublic benefit corporation have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s specific public benefit purposes and the interests of other stakeholder constituencies. Under Delaware law, directors are\nshielded from liability for breach of their fiduciary duties if they make informed and disinterested decisions that serve a rational purpose. Unlike traditional corporations which must focus exclusively on stockholder value, as a public benefit\ncorporation, our directors are not merely permitted, but obligated, to consider, in addition to the interests of stockholders, the Company’s specific public benefit purposes and the interests of other stakeholder constituencies in making\nbusiness decisions. In the event of a conflict between the interests of our stockholders and the specific public benefit purposes, we have a commitment to consider the interests of other stakeholder constituencies, and therefore, our directors\nare obligated to balance those interests, and are deemed to have satisfied their fiduciary duties as long as their decisions are informed and disinterested and are not decisions that no person of ordinary, sound judgment would approve. As a\nresult, there is no certainty that a conflict would be resolved in favor of our stockholders, which could have a material adverse effect on our financial condition, results of operations, assets or business.\n\nAs a Delaware public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance\nstockholder and public benefit interests, the occurrence of which may have an adverse impact on its financial condition and results of operations.\n\nStockholders of a Delaware public benefit corporation (if they, individually or collectively, own at least two percent of the company’s outstanding\nshares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares with a market value of at least $2 million as of the date the action is filed) are entitled to file a lawsuit\n(individual, derivative, or any other type of action) claiming the directors failed to balance stockholder and public benefit interests. This potential claim does not exist for traditional corporations. Therefore, we are subject to the\npossibility of increased derivative litigation, which would require the attention of our management, and, as a result, may adversely impact management’s ability to effectively execute our strategy. Additionally, such derivative litigation may\nbe costly, which may have an adverse impact on our financial condition, results of operations, assets, or business."}