Company – Scrape Financial
Risk Factors Summary

Risk Factors Update Summary

  • Mineral projects will be subject to significant government regulations, increasing compliance costs substantially.
  • The Company will not disclose, publicize, or discuss any terms of the Agreement except with attorney or accountant.
  • The Equity Compensation Plan was updated in 2023, with significant changes to the Stock Incentive Plan and the number of equity compensation plans.
  • Exploration campaign expanded with 16 geologists, 13 technicians, and machinery operators added. This could enhance lithium resource identification.
  • Options granted to purchase 105,000 fewer shares in 2023 compared to 2022.
  • Changes in executive compensation structure, including stock options and grants, with significant monetary values.
  • Company granted LRC an option to purchase additional royalty interest in Brazilian mineral rights. This could impact future revenue significantly.
  • The company will receive fully vested shares of Common Stock equivalent to 0.20% of outstanding shares for reaching milestones of $200 million, $300 million, $400 million, $500 million, $600 million, $800 million, and $1 billion in market capitalization.
  • Net proceeds from sale of common stock increased from $31 to $902. This change might result in increased liquidity.
  • Demand and market prices for lithium greatly affect future revenues and profitability, with prices fluctuating significantly.
  • Lithium drilling campaign results show significant Li2O grades, e.g., 2.71% Li2O over 14m. This indicates potential resource richness.
  • Related parties outstanding amounts and expenses disclosed for December 31, 2023 and 2022.
  • Board approved a reverse stock split at a ratio of 1-for-750, increasing authorized shares to 4,000,000,000.
  • Introduction of new agreements for named executive officers, impacting base salary, bonuses, and stock grants.
  • The compensation arrangement for Ambassador Noriega changed, receiving options to purchase 6,000 shares of Series D Convertible Preferred Stock in 2023.
  • Added valuation models for stock options and restricted stock awards, impacting fair value determination.
  • The Company will recover Erroneously Awarded Compensation from Executive Officers in case of an Accounting Restatement.
  • The company engaged RTEK International for mining services, with an estimated payment of $1,449,000 and up to 410,000 restricted share units issued.
  • Ms. Olson and Mr. Petersen opted to receive shares of common stock instead of cash for director services in 2023.
  • Ownership structure with CEO owning over 50% of voting securities may discourage change in control.
  • The company entered into agreements with Martin Rowley, issuing convertible promissory notes totaling $10,000,000 and up to 100,000 restricted shares for advisory services.
  • ITK will be reimbursed for expenses up to $1,000 without prior authorization, including airfare, transportation, accommodations, and meals during travel.
  • Cash received upon issuance of debt increased significantly from $10 to $600. This change impacts financing activities.
  • Rectified Reverse Stock Split corrected inaccuracies, retroactively effective as of December 20, 2022.
  • Material changes to named executive officers' compensation, including base salary adjustments and performance bonuses.
  • ITK will not participate in any mining or mineral exploration business in Brazil during the Employment Period and for one year after.
  • New ASU 2023-07 requires additional segment disclosures, affecting segment profit or loss reporting.
  • Early-revenue strategy aims for spodumene concentrate production by Q4 2024, with a $49.5 million estimated expenditure.
  • Options were valued at $115,707 in 2023, an increase from $103,707 in 2022.
  • The Company will not indemnify any Executive Officer against loss of Erroneously Awarded Compensation or claims related to enforcement of the Policy.
  • Amendments to director compensation plan, introducing options to purchase 10,000 shares of common stock.
  • Proceeds from convertible notes payable decreased from $200 to $125. This change affects financing activities.
  • Changes were made to the Security Ownership disclosure, including updated information on stockholders and related matters, with significant changes in the number of outstanding shares and ownership percentages.
  • Increased accumulated deficit from $58.7 million to $101.7 million as of December 31, 2023.
  • Gross loss decreased by 75.9%, from $235.6 million to $56.8 million, indicating improved operational efficiency.
  • Authorized Capital Increase Amendment increased authorized common stock to 4,000,000,000 shares retroactively.
  • Enhanced disclosure on outstanding equity awards, detailing options and stock awards for executives.
  • ITK will be reimbursed for Portuguese language tutoring expenses up to $200 per month.
  • The company disclosed delinquent Section 16(a) reports for various individuals, including late Form 4 filings for stock transactions.
  • Plan to fund operations through equity issuances, royalty agreements, and debt financing, with specific agreements in place.
  • Cash and cash equivalents at end of period increased from $280,525 to $29,549,927. This change reflects improved cash position.
  • Series D Stock conversion ratio changed to 13 and 1/3 shares of common stock per share.
  • Operating expenses increased by 40.49%, from $35.3 million to $42.6 million, potentially impacting profitability.
  • Exploration activities may require additional capital, potentially leading to dilution through equity or debt issuances.
  • Stock-based compensation expense surged by 588%, from $2.27 million to $15.61 million, impacting financials.
  • Mineral rights payable decreased from $2,367,600 to $1,080,783. This change may impact liabilities.
  • Private Placement raised $10,009,000 by issuing 526,317 shares at $19.00 per share.
  • Implementation of a new ERP system may impact operations, financial results, and require significant investments.
  • Derivative liability - conversion feature on the convertible debt increased from $486,303 to $1,000,060. This change affects financial liabilities.
  • Stock Incentive Plan approved with various stock-based awards and 523,710,635 shares issued.
  • Net cash used in operating activities increased by 240%, from $1.48 million to $5.03 million, affecting liquidity.
  • Convertible debt increased from $0 to $9,770,724. This change indicates increased debt obligations.

Full Text Changes in Most Recent 10-K

Intended use: review the highlighted statements. These are additions to the risk factors disclosure in the most recent 10-K filing compared to the previous 10-K filing. Deleted and moved text is less important and is shown for context.

To view the full company filings, click on the following link to be taken to the SEC EDGAR database landing page for the company: https://www.sec.gov/edgar/browse/?CIK=1540684&owner=exclude

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