XPEL XPEL Inc - Reg S

Risks

• The after-market automotive product supply business is highly competitive. Competition presents an ongoing threat to the success of our Company.
• A material disruption from the primary supplier could cause us to be unable to meet customer demands or increase our costs.
• We rely on one distributor of our products and services in China. The loss of this relationship, or a material disruption in sales by this distributor, could severely harm our business.
• A significant percentage of our revenue is generated from our business in China, a market that is associated with certain risks.
• General global economic and business conditions affect demand for our products.
• We are highly dependent on the automotive industry. A prolonged or material contraction in automotive sales and production volumes could adversely affect our business, results of operations and financial condition.
• If changes to our existing products or introduction of new products or services do not meet our customers’ expectations or fail to generate revenue, we could lose our customers or fail to generate any revenue from such products or services and our business may be harmed.
• If we were unable to maintain our network of sales and distribution channels, it could adversely affect our net sales, profitability and the implementation of our growth strategy.
• We depend on our relationships with independent installers and new car dealerships and their ability to sell and service our products. Any disruption in these relationships could harm our sales.
• The Company may incur material losses and costs as a result of product liability and warranty claims.
• Harm to our reputation or the reputation of one or more of our products could have an adverse effect on our business.
• We may not be able to identify, finance and complete suitable acquisitions and investments, and any completed acquisitions and investments could be unsuccessful or consume significant resources.
• Our revenue and operating results may fluctuate, which may make our results difficult to predict and could cause our results to fall short of expectations.
• If we are unable to retain and acquire new customers, our financial performance may be materially and adversely affected.
• We are exposed to political, regulatory, economic and other risks that arise from operating a multinational business.
• Volatility in currency exchange rates could have a material adverse effect on our financial condition, results of operations and cash flows.
• The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.
• If we fail to manage our growth effectively, our business, financial condition and results of operations may suffer.
• We may seek to incur substantial indebtedness in the future.
• We cannot be certain that additional financing will be available on reasonable terms when required, or at all.
• The preparation of our financial statements will involve the use of estimates, judgments and assumptions, and our financial statements may be materially affected if such estimates, judgments and assumptions prove to be inaccurate.
• If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would likely negatively affect our business and the market price of our Common Stock.
• We are an “emerging growth company,” and we cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.
• Violations of the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws outside the U.S. could have a material adverse effect on us.
• Our failure to satisfy international trade compliance regulations, and changes in U.S. government sanctions, could have a material adverse effect on us.
• Changes in U.S. administrative policy, including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our financial performance.
• Changes in the United Kingdom's economic and other relationships with the European Union could adversely affect us.
• Intellectual property challenges may hinder our ability to develop and market our products, and we may incur significant costs in our efforts to successfully avoid, manage, defend and litigate intellectual property matters.
• We may face design limitations or liability associated with the use of products for which patent ownership or other intellectual property rights are claimed.
• If the model of selling vehicles through dealerships in North America changes dramatically, our revenue could be impacted.
• If ride-sharing or alternate forms of vehicle ownership gain in popularity, our revenue could be impacted.
• Environmental regulation, changing fuel-economy standards and/or a drive toward electric vehicles could impact our revenue.
• Technology could render the need for some of our products obsolete.
• Failure, inadequacy, or breach of our information technology systems, infrastructure, and business information or violations of data protection laws could result in material harm to our business and reputation.
• If research analysts issue unfavorable commentary or downgrade our Common Stock, the price of our Common Stock and their trading volume could decline.
• We may issue additional equity securities, or engage in other transactions that could dilute our book value or affect the priority of our Common Stock, which may adversely affect the market price of our Common Stock.
• We may issue shares of preferred stock with greater rights than our Common Stock.
• We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause our Common Stock to have a lower value than that of similar companies which do pay cash dividends.
• Shares eligible for future sale may depress our stock price.
• Percentage of ownership in our Common Stock may be diluted in the future.
• Anti-takeover provisions could make a third party acquisition of us difficult.
• Our directors and officers have substantial control over us.
• Our bylaws provide that the state and federal courts located in Bexar County, Texas will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.