UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ________. Commission File Number 0-2585 The Dixie Group, Inc. (Exact name of registrant as specified in its charter) | Tennessee | | 62-0183370 | | -- ...

Company Information - The company is listed on the New York Stock Exchange under the trading symbol AC[3] - The company is incorporated in Delaware with IRS Employer Identification No. 47-3965991[3] - The address of the principal executive offices is 191 Mason Street, Greenwich, CT 06830[3] Financial Reporting - Associated Capital Group, Inc. announced a preliminary range for its book value per share for the quarter ended March 31, 2025[4] - The press release related to the financial results is filed as Exhibit 99.1[4] - The report was signed by Ian J. McAdams, Chief Financial Officer, on April 7, 2025[8] - The filing is made pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934[4] - The report does not include detailed financial statements or operational results[5] - The information provided is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934[5] - The company has not indicated if it is an emerging growth company[3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File No.: 001-39481 PAINREFORM LTD. ( ...

Product and Technology - CXApp's flagship product, the CXAI Platform, integrates AI-driven tools to enhance employee productivity and engagement [25] - CXApp has filed 37 patents, with 17 granted, to protect its innovative technologies in employee experience solutions [36] - CXApp's platform aims to create a seamless and engaging workplace experience, leveraging AI-driven personalization and real-time insights [39] - The company plans to integrate AI capabilities into its product offerings, which may incur substantial costs and present competitive risks [150] - The company is expanding its AI-driven capabilities with a generative AI analytics platform to enhance workplace decision-making [214] Market Trends - The digital workplace market was valued at $27.4 billion in 2022 and is projected to grow to $90.5 billion by 2030, reflecting a compound annual growth rate (CAGR) of 21.4% [40] - The global virtual events market is projected to expand at a CAGR of 21.4% from 2022 to 2030, indicating a growing demand for collaboration tools [41] - The occupancy analytics market in commercial office space is expected to rise from $2.17 billion in 2019 to $5.73 billion by 2024, growing at a CAGR of 21.5% [43] - The global employee experience market is projected to grow at a 20% CAGR, providing strong growth opportunities for the company [218] Financial Performance - The company incurred recurring net losses of approximately $19.4 million and $53.6 million for the fiscal years ended 2024 and 2023, respectively [80] - Revenue growth is dependent on increasing sales to existing customers and acquiring new customers, which may be limited by competition and market conditions [88] - Recurring revenue increased to 87% from 78%, reflecting a successful transition to a recurring revenue model [214] - Total operating expenses decreased to $19,598 thousand from $58,204 thousand, indicating effective cost optimization initiatives [214] - Cash and cash equivalents at year-end were $4,880 thousand, with an additional $3,500 thousand available from a Securities Purchase Agreement [213] Customer Base and Competition - CXApp's customer base includes Fortune 1000 enterprises across various industries, enhancing its market presence and revenue potential [50] - The company faces competition from specialized SaaS providers and large technology-driven entrants like Microsoft and Cisco, which are integrating employee experience offerings [45] - The top three customers accounted for approximately 25% and 22% of gross revenue during the years ended December 31, 2024 and the period from March 15, 2023 to December 31, 2023, respectively [77] - The company relies on a limited number of key customers, with one customer accounting for 10% of gross revenue in 2024 and another for 12% in 2023 [77] Risks and Challenges - The company is subject to risks associated with early-stage and emerging growth companies, including potential difficulties in obtaining financing and integrating acquisitions [60] - The company may require additional cash financing to support growth, and failure to secure such financing could limit operational capabilities [90] - Delays in collecting receivables could adversely affect cash flow and working capital, impacting overall business operations [91] - The company faces significant price competition, which may force it to reduce prices and impact profitability [156] - The company faces risks related to cybersecurity threats that could disrupt operations and adversely affect revenues and profitability [144] Regulatory and Compliance - The company is required to comply with SEC and Nasdaq regulations, which increases operational costs and may affect its ability to attract qualified board members [129] - The evolving regulatory landscape regarding data practices may impose burdens on the company's operations and profitability [174] - The company is subject to data protection regulations such as GDPR and CCPA, which could impose fines up to $7,500 per violation, potentially affecting service demand [176] - The uncertain regulatory environment may inhibit customer data sharing, affecting the company's service utilization [178] Corporate Strategy and Governance - The company’s corporate strategy includes potential future acquisitions, which may require effective planning and management processes to integrate new operations [82] - The company has never declared or paid cash dividends and does not intend to do so in the foreseeable future, focusing on retaining funds for operations [204] - The Board of Directors actively oversees the company's information security program and evaluates current cybersecurity policies [195] - The company has implemented a risk management program aligned with ISO 27001 and SOC 2 frameworks to address cybersecurity risks [186] Stock and Market Performance - The market price of the company's common stock may be volatile, influenced by various factors including operational results and strategic actions by competitors [108] - The company has experienced a sustained depression in its stock price from October to December 2023, which could impact its market capitalization and financial condition [123] - Future sales of common stock may cause substantial dilution to existing shareholders, potentially harming the market price [117] - The trading market for the company's common stock relies on research and reports from analysts, and any negative evaluations could lead to a decline in stock price [116]

Revenue Generation and Business Model - The ATOS platform engages with approximately 10 billion advertisement opportunities per day, aiming to become the programmatic display advertising industry standard for brands and small to medium-sized advertisers[18]. - Mobiquity's data intelligence platform seeks to generate multiple revenue streams, including advertising, data licensing, and custom research, by providing precise data and insights on consumer behavior[21]. - The company launched a SaaS publisher platform to help content publishers manage compliance and monetize their first-party data, addressing increased costs and decreased revenue due to privacy regulations[26]. - Mobiquity anticipates generating revenue through two verticals: licensing platforms as white-label products and a managed services model, with the latter involving a higher percentage of revenue[40]. - The strategic partnership with Context Networks aims to integrate advanced ad tech solutions for casinos, enhancing player engagement and extending advertising across mobile and CTV platforms, expected to positively impact operations in fiscal 2025[41]. - A significant portion of revenue is derived from programmatic advertising, and any slowdown in this market could adversely affect growth prospects[72]. - The company must continually innovate and enhance its platform to meet evolving customer needs and industry standards, or risk losing market share[77]. Financial Performance and Risks - For fiscal 2024 and 2023, sales to two customers accounted for approximately 58% and 73% of revenues, respectively, indicating a high customer concentration risk[49]. - For the fiscal years ended December 31, 2024, and 2023, the company reported net losses of $8,593,182 and $6,533,117, respectively, with an accumulated deficit of $225,633,521 as of December 31, 2024[55]. - The company incurred net cash used in operating activities of $2,406,881 and $4,395,868 for the fiscal years ended December 31, 2024, and 2023, respectively[55]. - The company has a history of operating losses and has raised substantial doubt about its ability to continue as a going concern, as noted by its auditor in the audit report for the past several fiscal years[55]. - The sales cycle for the company's products can range from two weeks to 12 months, making revenue forecasting difficult and leading to significant fluctuations in operating results[58]. - The company relies on third-party data suppliers for much of its data, and any disruption in these relationships could materially impact its ability to provide products and services[59]. - The company faces increasing cybersecurity risks as it collects data from new sources, and any significant breach could materially harm its business and financial condition[62]. - The company is subject to payment-related risks, and disputes over invoices could lead to write-offs that negatively impact financial results[86]. - Maintaining customer relationships is critical, as clients can terminate contracts with minimal notice, leading to potential revenue loss[74]. - The company must invest significantly in technology and infrastructure to keep pace with rapid market changes, which requires substantial financial resources[78]. - Changes in consumer sentiment regarding data privacy could adversely affect the company's ability to generate revenue and collect consumer data[83]. - The company is exposed to regulatory risks that could impede growth and result in reputational damage if compliance is not maintained[84]. - Failure to detect advertising fraud could harm the company's reputation and affect its ability to execute business plans effectively[79]. Competition and Market Environment - The company faces intense competition from larger firms with greater financial and technical resources, which could impact revenue growth and operating margins[68]. - The company operates in a highly competitive industry, facing risks such as economic downturns and variability in sales and earnings[168][169]. Corporate Governance and Structure - The company operates through two wholly owned subsidiaries, Advangelists, LLC and Mobiquity Networks, Inc., to streamline its business operations[50]. - As of March 14, 2025, Mobiquity has 8 employees and utilizes independent consultants for additional services, indicating a lean operational structure[48]. - Approximately 45% of the outstanding common stock is beneficially owned by principal stockholders, directors, and executive officers, potentially influencing corporate actions[108]. - The board of directors has the authority to issue preferred stock without further shareholder approval, which could adversely affect the rights of common shareholders[112]. Stock and Financing Activities - The company's common stock and warrants were delisted from the Nasdaq Capital Markets in December 2023 due to failure to meet listing requirements, now trading on OTC Markets as "MOBQ" and "MOBQW" respectively[95]. - Approximately 20 million shares of common stock were outstanding as of March 31, 2025, with significant potential for market price volatility due to the limited public float[103]. - The company does not intend to pay dividends for the foreseeable future, relying instead on stock appreciation for returns on investment[107]. - In fiscal year 2024, the company raised a total of $4,026,950 in cash from various accredited investors, resulting in the issuance of 5,908,734 shares at per share prices ranging from $0.30 to $1.75[154]. - The company completed a public offering on June 30, 2023, selling 375,000 shares of common stock for total gross proceeds of $3,000,000[148]. Internal Controls and Compliance - The company has identified significant deficiencies in internal control over financial reporting, which could lead to material misstatements in financial statements if not corrected[104]. - Remediation efforts for internal control deficiencies include hiring additional staff with GAAP experience and engaging a consultant for internal control review and monitoring[105]. - The company has implemented policies to manage cybersecurity risks, although it cannot guarantee the effectiveness of these measures[90]. - Cybersecurity threats have not materially affected the company, with no known material security breaches in the past two years[94]. Financial Metrics - Revenues for fiscal 2024 were $2,085,471, an increase of $1,225,381 or 142.5% compared to $860,090 in fiscal 2023[191]. - Cost of revenues was $1,123,849, representing 54% of revenues in fiscal 2024, a decrease from 56% in fiscal 2023[192]. - Gross profit for fiscal 2024 was $961,622, or 46% of revenues, compared to $379,930 or 44% of revenues in fiscal 2023[193]. - Total operating expenses increased to $9,172,687 in fiscal 2024 from $5,928,678 in fiscal 2023, an increase of $3,244,009[193]. - The loss from operations for fiscal 2024 was $8,211,065, an increase of approximately $2,662,000 compared to a loss of $5,548,748 in fiscal 2023[194]. - Cash provided by financing activities in fiscal 2024 was $4,482,938, primarily from the issuance of common stock for cash of $4,026,950[196]. - The company had cash of $1,159,933 at December 31, 2024, compared to $528,272 at December 31, 2023[196][197]. - The company capitalized $1.4 million of internal-use software costs during the year ended December 31, 2024[213]. - The company has a working capital deficit of $1,257,393 and an accumulated deficit of $225,633,521 as of December 31, 2024[205].

Financial Performance - The company reported net losses of $10.2 million and $10.1 million for the years ended December 31, 2024 and 2023, respectively[56]. - The company anticipates continuing to incur significant losses and negative cash flows for the foreseeable future[56]. - The company has a limited operating history and has incurred significant losses since its inception in February 2017[56]. - The company may need to seek additional funds sooner than planned due to changes in its operating plan[52]. - The company will require substantial additional financing to achieve its goals, and failure to obtain this capital could delay or terminate product development[50]. Cash and Financing - As of December 31, 2024, the company had cash and cash equivalents of $3.4 million[50]. - The company expects to finance its cash needs through equity, convertible debt, or debt financings until it can generate substantial product revenues[61]. Product Development and Regulatory Approval - The company has invested almost all of its resources in the research and development of its lead product candidate, PrimeC[63]. - The company has not yet obtained any regulatory approvals for its product candidates, which are in various stages of development[60]. - The FDA has accepted the IND submission for PrimeC, allowing the company to initiate pivotal clinical trials in the United States[76]. - The company plans to initiate a pivotal clinical trial for PrimeC in the second half of 2025, following positive results from previous studies[75]. - The company has completed a Phase 2b trial for PrimeC, demonstrating a clear safety profile and efficacy signals[75]. - The FDA's approval process may require additional post-approval clinical trials, which could delay commercialization[70]. - The company has not yet obtained regulatory approval for any product candidates in the United States or other countries[69]. - The company faces risks associated with patient enrollment in clinical trials, which can impact trial timing and success[83]. - The COVID-19 pandemic has caused delays in regulatory approvals and trial enrollment, affecting the timeline for top-line results[85]. Clinical Trials and Manufacturing Risks - The company has limited experience in conducting clinical trials, which may lead to increased costs and extended timelines[73]. - The company relies on third-party contract manufacturers and suppliers for all raw materials and finished products, which poses risks of supply disruption[111]. - Manufacturing pharmaceutical products is complex and may encounter difficulties, potentially delaying the development and commercialization of product candidates[115]. - Compliance with Good Clinical Practice (GCP) regulations is critical; failure to comply may result in unreliable clinical data and delayed marketing applications[119]. Intellectual Property and Competition - The company has a patent portfolio that includes U.S. Patent 10,980,780, expiring in 2038, related to methods for treating ALS using ciprofloxacin and celecoxib[144]. - The company may face challenges in enforcing its patents, which could limit its ability to prevent competitors from using similar technologies[149]. - Limitations on the scope of intellectual property rights may allow competitors to design around the company's patents and compete effectively[146]. - The company may encounter difficulties in protecting its intellectual property in foreign jurisdictions, particularly in developing countries[167]. - Generic drug manufacturers may challenge the company's patents, leading to complex and lengthy litigation[172]. Market and Regulatory Environment - The biopharmaceutical industry is highly competitive, with numerous companies developing similar therapeutics for conditions like ALS and Alzheimer's disease[100]. - The company faces ongoing regulatory obligations that may result in significant expenses and affect profitability if compliance is not maintained[199]. - Current and future healthcare legislation may impact the company's operations and profitability, particularly regarding reimbursement and coverage of its products[189]. - The U.S. healthcare industry is focused on cost containment, with third-party payors challenging drug prices and limiting reimbursement levels[213]. Management and Operational Challenges - The company currently has 17 full and part-time employees and will need to expand its resources to manage operations and clinical trials effectively[124]. - The company may face challenges in managing growth effectively, which could disrupt operations and delay strategic objectives[125]. - The company relies on attracting and retaining qualified management and scientific personnel for successful product development and commercialization[130]. - Competition for qualified personnel in the pharmaceutical field is intense, which may hinder the company's ability to hire necessary staff as it expands clinical and commercial activities[131]. Financial and Stock Market Considerations - The company received a notice from Nasdaq on December 21, 2023, indicating non-compliance with the Minimum Equity Rule, requiring at least $2.5 million in shareholders' equity[221]. - On January 6, 2025, the company announced it had regained compliance with the Minimum Equity Rule after submitting a plan to Nasdaq[221]. - The company has never paid cash dividends and does not anticipate doing so in the foreseeable future, focusing instead on funding business development[232]. - The market price of the company's ordinary shares and Warrants may fluctuate significantly due to various factors, including market conditions and operational results[225].

Financial Results - The company announced its financial results for Q4 2024 and the fiscal year ended December 31, 2024 during a conference call on April 3, 2025[6]. - The earnings press release and presentation are attached as exhibits to the current report, providing detailed financial results[16]. Restatement and Accounting Deficiencies - The company identified technical accounting deficiencies in previously issued financial statements for the quarters ended June 30, 2024, and September 30, 2024, leading to a restatement of those financials[7]. - The restatement does not reflect changes in business performance, revenue recognition, or operational execution, indicating core financial results remain unchanged[7]. - A deficiency was identified in the accounting for a convertible debt instrument, which was not in accordance with ASC 815, necessitating a revision of its accounting treatment[9]. - The restated financial statements did not impact the company's liquidity, cash flows, or operating expenses for the affected periods[13]. - The company plans to provide further specifics on deficiencies in internal control over financial reporting and its remediation plan in the upcoming Restatement Filing[14]. Internal Control and Compliance - The company has acknowledged a material weakness in its internal control over financial reporting[12]. - The company is classified as an emerging growth company under the Securities Act[3]. Legal and Financial Adjustments - The company recorded an accrual for legal expenses that was subsequently adjusted to reflect the actual amount due, indicating a prior understatement[8].

Financial Performance and Market Conditions - The company's financial performance is highly dependent on CNH Industrial's reputation and product competitiveness in the agricultural and construction equipment sectors[93]. - The agricultural equipment market is currently experiencing a downturn, leading to significant reductions in revenues and profitability for the company[109]. - Inflationary pressures and higher interest rates have made equipment purchases less affordable, contributing to a depressed agricultural equipment market and significantly decreased revenue in fiscal 2025[112]. - A significant drop in net farm income or weather disruptions could lead to an oversupply of equipment, negatively affecting sales prices and margins[123]. - Seasonal fluctuations in agricultural and construction equipment sales can significantly impact quarterly results and cash flow[131]. - Changes in tax legislation, such as the 15% global minimum tax, could adversely affect the company's financial results[132]. Operational Risks and Challenges - Supply chain disruptions have previously caused variability in product lead times, impacting inventory balances from quarter to quarter[118]. - The company is subject to risks from international operations, including compliance with foreign laws and fluctuations in currency exchange rates[120]. - The competitive landscape is challenging, with aggressive pricing strategies from competitors affecting profit margins[114]. - Changes in CNH Industrial's operating practices could adversely affect the company's business and results of operations[100]. - The ongoing Russian-Ukraine conflict has significantly disrupted operations in Ukraine, with potential asset write-offs and revenue losses if operations cease[121]. - The company faces risks in its growth strategy, particularly regarding acquisitions, which may not yield expected revenue growth or profitability[139]. - A shortage of qualified service technicians could negatively impact customer service and increase compensation expenses, affecting gross margins[143]. Financial Management and Debt - As of January 31, 2025, the company’s indebtedness includes floorplan financing and long-term debt, which could limit operational flexibility and increase vulnerability to economic conditions[126]. - The company expects to rely on cash flow from operations and borrowings to fund operations, but future performance is uncertain due to various external factors[127]. - As of January 31, 2025, total floorplan payables outstanding were $755.7 million, with $453.3 million at variable interest rates[272]. Currency and Interest Rate Risks - The company attempts to manage foreign currency exchange rate risk through derivative financial instruments, primarily foreign exchange forward contracts[273]. - A hypothetical 10% increase or decrease in foreign exchange rates would not have a material impact on the company's results of operations or cash flows[274]. - A one percentage point increase in interest rates for the next 12 months would decrease pre-tax earnings and cash flow by approximately $4.5 million, while a decrease would increase them by the same amount[272]. - The company is exposed to various market risks, including changes in interest rates and foreign currency exchange rates[271]. Inventory and Asset Management - The company’s inventory management is critical, as equipment inventory represents a substantial portion of total assets, impacting sales and financing costs[122]. - The company has experienced downward adjustments in used equipment values, impacting cost of goods sold and operating income[124]. Cybersecurity and Data Protection - The company maintains cyber risk insurance, but it may not cover all losses from future breaches, and past cybersecurity incidents have not materially impacted financial position[150]. - The efficient operation of the business relies on information technology systems for financial reporting and regulatory compliance, making data security critical[148]. - The European Union General Data Protection Regulation imposes stringent data protection requirements, which could lead to significant penalties for noncompliance[149]. Dealer Agreements and Support - CNH Industrial's financial and marketing support is crucial for the company's competitiveness in the market[95]. - The company's dealer agreements impose significant obligations, including maintaining adequate facilities and workforce to service customer needs[101].

Industry Dynamics - The tanker industry is highly cyclical and volatile, with revenues and earnings significantly affected by changes in supply and demand for tanker capacity and oil products [31]. - The ongoing war in Ukraine and conflicts in Israel and Gaza have disrupted energy production and trade patterns, impacting energy demand and costs [31]. - A shift in consumer demand from oil to alternative energy sources could materially impact the demand for the company's vessels [38]. - The International Energy Agency forecasts "peak oil" extraction rates to occur in the late 2020s, which may affect future oil demand and shipping patterns [39]. - The demand for oil tankers is primarily driven by economies of industrial countries and competition from alternative energy sources, making it sensitive to global economic conditions [34]. - Political instability and public health threats can adversely affect the tanker industry, impacting the company's business [69]. Operational Risks - The company relies on information systems for navigation and operations, and any significant disruption could adversely affect business and operational efficiency [44]. - The company faces risks related to regulatory changes, environmental concerns, and technological advancements that could impact operational costs and vessel values [41]. - Cybersecurity threats to the company's information systems are evolving and increasingly complex, potentially leading to significant operational disruptions [47]. - Significant capital may be required to protect against and remedy security breaches, which could adversely affect the company's financial condition [48]. - The company must maintain compliance with complex laws and regulations, which may require costly operational changes and affect vessel resale values [90][91]. Financial Performance - An oversupply of tanker capacity may lead to reductions in charter rates, vessel values, and profitability, adversely affecting financial performance [37]. - Economic conditions, including high inflation and interest rates, could impede operations and negatively impact the company's ability to pay dividends [60]. - Increased trade protectionism and tariffs could materially impact the charterers' business, adversely affecting the company's results of operations [64]. - The U.S. trade war with China may impose significant fees on vessels owned by Chinese shipping companies, potentially affecting the company's operations [66]. - The company may incur financial penalties or additional taxes if it fails to maintain sufficient economic substance in Cyprus or other jurisdictions, adversely affecting its business and financial condition [127]. - The company cannot guarantee the ability to obtain additional financing on acceptable terms, which may hinder growth and negatively impact cash flows and results of operations [129]. Compliance and Regulatory Environment - Compliance with international safety and environmental regulations is costly and may reduce net cash flows and profitability [84][93]. - The company has incurred increased costs to comply with revised environmental standards, which could adversely affect its financial condition [93]. - The implementation of a Russian petroleum "price cap policy" could create additional operational risks, including potential fines and penalties for non-compliance [75]. - The company is subject to potential changes in tax regimes, including the OECD's two-pillar project, which could increase tax compliance burdens and affect financial results [157]. - The company is subject to the risk of being classified as a "passive foreign investment company" (PFIC), which could have adverse tax consequences for U.S. shareholders [146]. Fleet and Asset Management - The company operates various types of vessels, including VLCCs (200,000-320,000 dwt), Suezmax (120,000-170,000 dwt), and LR2/Aframax tankers (110,000-115,000 dwt) [23]. - The company operates a modern fleet, with all but one vessel being ECO vessels and an average age of 6.6 years, positioning it well to meet environmental regulations [201]. - As of December 31, 2024, the fleet consisted of 81 vessels with a total capacity of approximately 17.8 million DWT [190]. - The average age of the company's fleet is approximately 6.6 years as of December 31, 2024, which may lead to increased operating costs as vessels age [113]. - The company may incur losses when selling vessels if market values decline, potentially leading to impairment charges [106]. Market Conditions - The tanker market has historically been volatile, and future spot market rates may decline or remain depressed, affecting the company's ability to operate profitably [100]. - The company is dependent on the spot market, and a decrease in spot charter rates may incentivize charterers to default on their charters [98]. - Changes in fuel prices significantly impact the company's profitability, especially for vessels on voyage charters [104]. - As of December 31, 2024, 75 out of 81 vessels owned by the company were employed in the spot market or on short-term charters, exposing the company to fluctuations in spot market charter rates [98]. Strategic Initiatives - The company emphasizes a strategy of outsourcing management and crewing services to optimize operational performance and cost levels [198]. - The Company acquired six ECO-type VLCC newbuilding contracts for a total purchase price of $565.8 million, with four delivered in 2022 and two in January 2023 [176]. - The Company entered into a Framework Agreement to purchase 24 VLCCs for an aggregate price of $2,350.0 million, with 11 vessels delivered in December 2023 for $1,112.2 million [185][186]. - The Company sold 13,664,613 shares in CMB.TECH for $251.8 million, which was used to partly finance the Acquisition [188]. Human Resources - The company may face challenges in recruiting suitable employees and crew as it expands its fleet, which could limit growth [115]. - The company employed 85 people across various locations as of December 31, 2024, and relies on third-party ship managers for vessel operations, which could be affected by labor interruptions [139]. - The company may not be able to attract and retain key management personnel, which could negatively impact management effectiveness and operational results [138].