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PRE-MKT · 04:35 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CPMD

CANNAPHARMARX, INC.
OTC · HEALTH CARE · PHARMACEUTICAL PREPARATIONS
0.00
+0.00 +0.00%
USD · close Oct 23

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How CPMD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
43%
of sentences unchanged
Added
105
new sentences
Dropped
126
sentences removed
Length
−772
words, now 8,632

New in FY2025

  • ITEM 1A - RISK FACTORS An investment in our common shares is highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss.
  • You should carefully consider the following risk factors, together with the other information in this report, including our financial statements and the related notes, before you decide to buy our common shares.
  • If any of the following risks actually occurs, then our business, financial condition or results of operations could be materially adversely affected, the trading volume and value of our common shares could decline, and you may lose all or part of your investment therein.
  • Our ability to continue as a going concern is dependent upon our ability in the future to grow our revenue and achieve profitable operations and, in the meantime, to obtain the necessary financing to meet our obligations and repay our liabilities when they become due.
  • External financing, predominantly by the issuance of equity and debt, will be sought to finance the operations of the Company; however, there can be no certainty that such funds will be available at terms acceptable to us, or at all.
  • These conditions indicate the existence of material uncertainties that may cast significant doubt about our ability to continue as a going concern.
  • During the years ended December 31, 2025 and 2024, we incurred net losses of $11,131,448 and $9,905,789, respectively.
  • As at December 31, 2025, we had cash of $1,804 and a working capital deficit of $30,278,570 and had negative operating cash flow of $789,102 for the year ended December 31, 2025.
  • We expect that our operating expenses will increase over the next twelve months in order to continue our development activities.
  • Based on our average monthly expenses, we estimate that our cash on hand and from operations will not be sufficient to support our operations through the balance of 2026.
  • Therefore, we only expect to raise money through equity financing via the sale of our common shares or equity-linked securities such as convertible debt.
  • Our operations are currently funded through advances and support from related parties.
  • If we are unsuccessful in raising additional financing, we will need to curtail, discontinue, or cease operations.
  • We have a history of losses and will require financing, which may not be available.
  • As of December 31, 2025, we had an accumulated deficit of $112.3 million and incurred a net loss of approximately $11.1 million on revenues of $1.4 million in the year ended December 31, 2025.We have limited assets, which increases our vulnerability to general adverse economic and industry conditions, limits our flexibility in planning for and reacting to changes in our business and industry, and may place us at a competitive disadvantage to competitors with sufficient capitalization.
  • We have had a limited operating history in the cannabis industry and our ability to increase our revenues and achieve our plans for growth and profitability depends on many factors, which include: ● obtaining additional financing; ● successfully implementing our business strategy; ● increasing revenues; and ● controlling costs.
  • If we issue equity or convertible debt securities to raise additional funds, our existing shareholders will likely experience dilution, and the new equity or debt securities may have rights, preferences, and privileges senior to those of our existing shareholders.
  • Convertible notes in default and related penalty provisions may adversely affect our financial condition As of December 31, 2025, all of our outstanding convertible notes were past their stated maturity dates and remained unpaid.
  • Although the notes continue to be subject to their original contractual terms, failure to repay the notes at maturity exposes us to increased financial risk, including the potential for penalties and unfavorable settlement terms.
  • Due to the late filing of prior annual reports and the loss of our active listing on the OTC market, the penalty provisions associated with all outstanding convertible notes became effective.
  • We estimate that the maximum penalties could equal up to one times the face value of the outstanding convertible notes, resulting in an accrued penalty liability of $735,002 as of December 31, 2025.
  • These accrued penalties and the continued default status of the notes may materially and adversely affect our liquidity, financial condition, and ability to obtain additional financing.
  • We may be required to satisfy these obligations through cash payments, the issuance of equity securities, or a combination thereof, which could result in significant dilution to existing shareholders.
  • If we are unable to achieve and sustain profitability, the market price of our common shares may decrease.
  • Our future success will depend upon our ability to attract and retain key management, including our President/Chief Executive Officer, technical experts and sales personnel.
  • Our revenues and expenses are expected to be primarily denominated in Canadian dollars (“CAD”) and Euros (“EUR”) and therefore may be exposed to significant currency exchange fluctuations due to translation to the Company’s reporting currency in United States dollars (“USD”).
  • Changes in product specifications and regulatory standards could have a material adverse effect on our costs and operating results.
  • Our business is subject to evolving product specifications and regulatory standards applicable to cannabis products, including requirements related to THC levels.
  • Changes in these standards have affected the recoverability of certain products and increased cost of goods sold due to product rework or inventory write‑offs.
  • Any future changes in regulatory requirements or product specifications may further reduce inventory recoverability and materially impact the Company’s financial condition and operating results.
  • At the date of this report, we have not yet secured insurance coverage with respect to workers’ compensation, directors’ and officers’ insurance, fire and other similar policies customarily obtained for businesses to the extent commercially appropriate; and, because we are engaged in and operate within the cannabis industry, there might be exclusions and additional difficulties and complexities associated with obtaining such insurance coverage that could cause us to suffer uninsured losses, which could adversely affect our business, results of operations, and profitability.
  • The cultivation of cannabis involves a reliance on third party distribution services which could result in supply delays, reliability of delivery and other related risks.
  • For our customers to receive their product, we rely on third party distribution services.
  • Any delay by third party distribution services may adversely affect the Company’s financial performance.
  • The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures.
  • A security breach at our facilities could expose us to additional liability and to potentially costly litigation, increased expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing the Company’s products.
  • As of the date of this report, we have outstanding lawsuits against us.
  • Regulatory restrictions on the marketing and sale of cannabis products in our target markets could materially impact our operating results.
  • The development of our business and operating results may be adversely affected by restrictions on sales, marketing, product specifications, and distribution imposed by regulatory authorities in the jurisdictions in which we seek to operate, including in the European Union and Asia.
  • Cannabis-related regulations in these markets impose limitations on advertising, labeling, product form, THC content, and distribution channels, which may restrict the Company’s ability to effectively market its products and compete for market share.

and 65 more.

Gone since FY2024

  • ITEM 1A - RISK FACTORS An investment in our common stock is highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss.
  • You should carefully consider the following risk factors, together with the other information in this report, including our financial statements and the related notes, before you decide to buy our common stock.
  • If any of the following risks actually occurs, then our business, financial condition or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.
  • As of December 31, 2024, we had an accumulated deficit of $101.2 million and incurred a net loss of approximately $9.9 million on revenues of $820,137 in the year ended December 31, 2024.
  • Our ability to increase our revenues and achieve our plans for growth depends on many factors, which include: ● successfully implementing our business strategy; ● increasing revenues; and ● controlling costs.
  • The Company is in the growth stage and is currently seeking business arrangements to expand its product offerings in the medical and recreational cannabis industry and grow its revenue.
  • The Company’s ability to continue as a going concern is dependent upon its ability in the future to grow its revenue and achieve profitable operations and, in the meantime, to obtain the necessary financing to meet its obligations and repay its liabilities when they become due.
  • External financing, predominantly by the issuance of equity and debt, will be sought to finance the operations of the Company; however, there can be no certainty that such funds will be available at terms acceptable to the Company, or at all.
  • These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern.
  • We started to generate revenue in 2024, but as of December 31, 2024 we had cash of $2,156 and a working capital deficit of $24,733,636 and had negative operating cash flow of $1,697,232 for the year ended December 31, 2024.
  • We expect that our operating expenses will increase over the next twelve months to continue our development activities.
  • Based on our average monthly expenses and current burn rate of approximately $90,000 per month, we estimate that our cash on hand will not be able to support our operations through the balance of 2025.
  • This amount could increase if we encounter difficulties that we cannot anticipate at this time or if we acquire other businesses.
  • Therefore, we only expect to raise money through equity financing via the sale of our common stock or equity-linked securities such as convertible debt.
  • We are currently in discussions with a number of investors who could provide the capital required for our ongoing operations.
  • If we are unsuccessful in raising additional financing, we may need to curtail, discontinue, or cease operations.
  • If we issue equity or convertible debt securities to raise additional funds, our existing stockholders will likely experience dilution, and the new equity or debt securities may have rights, preferences, and privileges senior to those of our existing stockholders.
  • If we are unable to achieve and sustain profitability, the market price of our common stock may decrease.
  • On October 17, 2018, the Canadian federal government legalized the production, distribution and sale of recreational cannabis for adult use under the Cannabis Act (see “Regulatory Overview”).
  • No legal market previously existed for adult recreational use of cannabis in Canada.
  • For this reason, projections for both short and long-term market conditions for the retail of cannabis remain uncertain.
  • The Company’s future success will depend upon its ability to attract and retain key management, including our President/Chief Executive Officer, technical experts and sales personnel.
  • Our revenues and expenses are expected to be primarily denominated in Canadian dollars (“CAD”) and therefore may be exposed to significant currency exchange fluctuations due to translation to the Company’s reporting currency in United States dollars (“USD”).
  • At the date of this report, we have secured insurance coverage with respect to builder’s risk, general liability and property.
  • We have not yet secured insurance coverage with respect to workers’ compensation, directors’ and officers’ insurance, fire and other similar policies customarily obtained for businesses to the extent commercially appropriate; and, because we are engaged in and operate within the cannabis industry, there might be exclusions and additional difficulties and complexities associated with obtaining such insurance coverage that could cause us to suffer uninsured losses, which could adversely affect our business, results of operations, and profitability.
  • The cultivation of cannabis involves a reliance on third party transportation which could result in supply delays, reliability of delivery and other related risks.
  • For our customers to receive their product, we rely on third party transportation services.
  • Any delay by third party transportation services may adversely affect the Company’s financial performance.
  • The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate the risks of failures.
  • A security breach at our facilities could expose us to additional liability and to potentially costly litigation, increase expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing the Company’s products.
  • Under Canadian regulations, a licensed producer of cannabis may have restrictions on the type and form of marketing it can undertake which could materially impact sales performance The development of our business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by Health Canada or U.S. regulatory authorities.
  • The regulatory environment in Canada limits our ability to compete for market share in a manner similar to other industries.
  • If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for its products, our sales and operating results would be adversely affected.
  • We believe the recreational and medical and recreational cannabis industries are highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis produced.
  • Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on our company, the demand for our products, and our results of operations, and financial condition.
  • Regulatory scrutiny of our industry may negatively impact our ability to raise additional capital Our business activities rely on newly established and/or developing laws and regulations in Canada and other jurisdictions in which we intend to operate.
  • Marijuana remains illegal under U.S. federal law.
  • Our activities are, and will continue to be, subject to evolving regulation by governmental authorities.
  • The legality of the production, cultivation, extraction, distribution, transportation and use of cannabis differs among states in the United States.
  • Marijuana remains a Schedule I drug under the Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, use or possess cannabis in the United States.

and 86 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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