S-1/A: Ozop Energy Solutions Files Amendment No. 1 to Form S-1/A Registration Statement for 1 Billion Common Shares

Ozop Energy Solutions is registering up to 1 billion common shares for potential resale by GHS Investments LLC, with the company not receiving proceeds from the resale but from the initial sale to GHS.

Summary

• Ozop Energy Solutions, Inc. has filed an amendment to its registration statement to register 1,000,000,000 shares of common stock.
• These shares may be offered for sale by GHS Investments LLC (GHS), the selling stockholder, under an Equity Financing Agreement.
• If issued presently, these shares would represent approximately 15.43% of the company's issued and outstanding common stock as of January 5, 2024.
• The company will not receive any proceeds from the resale of shares by GHS, but will receive proceeds from the initial sale of shares to GHS.
• The company will sell shares to GHS at 80% of the lowest daily volume weighted average trading price (VWAP) of its common stock during the ten consecutive trading days preceding the put notice to GHS.
• As of January 8, 2024, the last reported sale price for Ozop Energy Solutions' common stock was $0.0018 per share.
• The company's common stock is traded on the OTC Markets under the symbol OZSC, but there has been negligible trading volume.
• The company's financial statements for the years ended December 31, 2022 and 2021, show revenue of $16,629,450 and $10,595,799, respectively.
• The company had cash of $1,369,210 as of December 31, 2022, and total assets of $9,489,342.
• The company's total liabilities were $30,466,111, resulting in a total stockholders' deficit of $(20,976,769).
• The company states that this offering is highly speculative and involves a high degree of risk.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While there's revenue growth, the company faces significant financial challenges, including a stockholders' deficit and going concern risks. The speculative nature of the offering and reliance on future financing contribute to a cautious outlook.

Positives

• The company's revenue increased from $10,595,799 in 2021 to $16,629,450 in 2022.
• The company had a net income of $6,025,812 for the year ended December 31, 2022, compared to a net loss of $(195,047,946) for the year ended December 31, 2021.

Negatives

• The company has a total stockholders' deficit of $(20,976,769) as of December 31, 2022.
• The company's common stock has negligible trading volume on the OTC Markets.
• The offering is highly speculative and involves a high degree of risk.

Risks

• The offering is highly speculative and involves a high degree of risk.
• There is no guarantee that an active trading market will develop in the company's securities.
• The company's independent registered public accounting firm has raised substantial risks about the company's ability to continue as a going concern.
• The company may experience disruptions to its business due to the coronavirus outbreak.
• The company needs to continue as a going concern if its business is to succeed.
• The company faces a risk of business failure due to the unique difficulties and uncertainties inherent in technology development.
• The company will require additional financing to execute its business plan.
• Successful technical development of the company's products does not guarantee successful commercialization.
• If the company fails to protect its intellectual property rights, it could lose its ability to compete in the market.
• Other companies may claim that the company infringes their intellectual property, which could materially increase its costs and harm its ability to generate future revenue and profit.
• The nature of the company's business involves significant risks and uncertainties that may not be covered by insurance or indemnity.
• If the company is unable to recruit and retain key management, technical and sales personnel, its business would be negatively affected.
• The reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or other public policies, such as tariffs or other trade remedies imposed on solar cells and modules, could negatively impact demand and/or price levels for our solar modules and systems and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.
• Several of the company's key products are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause delays and impair its ability to deliver solar modules to customers in the required quality and quantities and at a price that is profitable to it.
• The company may be unable to profitably provide new product offerings or achieve sufficient market penetration with such offerings.
• Material weaknesses in the company's internal control over financing reporting may, until remedied, cause errors in its financial statements or cause its filings with the SEC to not be timely.
• The company cannot guarantee continued sales of its products or services.
• The company may be unable to effectively implement its business model and expand.
• The company may incur significant debt to finance its operations.
• The company has not established consistent methods for determining the consideration paid to management.
• There is no guarantee that the company will pay dividends to its shareholders.
• Management cannot guarantee that its relationship with the company does not create conflicts of interest.
• The company may sustain losses that cannot be recovered through insurance or other preventative measures.
• The company may be subject to liabilities that are not readily identifiable at this time.
• In the course of business, the company may incur expenses beyond what was anticipated.
• The company will rely on management to execute the business plan and manage the company's affairs.
• There is no assurance the company will always have adequate capital to conduct its business.
• The company is required to indemnify its directors and officers.
• The company may encounter difficulties managing any growth, and if it is unable to do so, its business, financial condition and results of operations may be adversely affected.
• The company may become involved in intellectual property disputes, which may disrupt its business and require it to pay significant damage awards.
• Third parties may misappropriate the company's proprietary technologies, information, or trade secrets despite a contractual obligation not to do so.
• An investment in the company's securities is extremely speculative, and there can be no assurance of any return on the investment.
• Because the company is a smaller reporting company, it may take advantage of certain scaled disclosures available to it, resulting in holders of its securities receiving less company information than they would receive from a public company that is not a smaller reporting company.
• To fund its operations, the company may conduct further offerings in the future, in which case its common stock will be diluted.
• The company may utilize debt financing to fund its operations.
• The trading price of the company's common stock may fluctuate significantly.
• Because the company is a small company with a limited operating history, holders of common stock may find it difficult to sell their stock in the public markets.
• FINRA sales practice requirements may also limit a shareholders ability to buy and sell the company's stock.
• The company does not anticipate paying dividends in the future.
• The company will continue to incur significant costs to ensure compliance with United States corporate governance and accounting requirements.
• The company may, in the future, issue additional common shares, which would reduce investors percent of ownership and may dilute its share value.
• The company may value any common stock issued in the future on an arbitrary basis.
• The company's common shares are subject to the Penny Stock rules of the SEC, and the trading market in its securities will likely be limited, which makes transactions in its stock cumbersome and may reduce the value of an investment in its stock.
• There is a very limited market for the company's securities.
• The company's common stock is quoted through the OTC Markets, which may have an unfavorable impact on its stock price and liquidity.
• State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.
• The company may issue shares of preferred stock in the future that may adversely impact your rights as holders of its common stock.
• The company may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.
• There may be deficiencies with the company's internal controls that require improvements, and if it is unable to adequately evaluate internal controls, it may be subject to sanctions by the SEC.
• The company is susceptible to general economic conditions, natural catastrophic events and public health crises, and a potential downturn in advertising and marketing spending by advertisers could adversely affect its operating results in the near future.
• The company is a controlled company within the meaning of the listing rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
• The company's existing stockholders may experience significant dilution from the sale of its common stock pursuant to the GHS Financing Agreement.
• GHS Investments LLC will pay less than the then-prevailing market price of the company's common stock which could cause the price of its common stock to decline.
• The company may not have access to the full amount under the Financing Agreement.
• Since the company's common stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Future Outlook

The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices, or at negotiated prices.

Industry Context

The document indicates the company is operating in the renewable energy, electric vehicle (EV), energy storage, and energy resiliency sectors, which are currently experiencing significant growth and investment.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or comparable companies.
• Without more information, it is difficult to assess Ozop Energy Solutions' performance against industry benchmarks.

Stakeholder Impact

• Existing shareholders may experience dilution due to the potential issuance of a large number of new shares.
• Potential investors should carefully consider the risk factors before investing in the company's common stock.
• The company's ability to execute its business plan and achieve profitability will impact its stakeholders, including employees, customers, and suppliers.

Next Steps

• GHS Investments LLC may offer and sell the registered shares of common stock.
• The company will use the proceeds from the initial sale of shares to GHS for working capital and potential acquisitions.

Key Dates

Keywords

common stock, GHS Investments LLC, Equity Financing Agreement, OTC Markets, OZSC, registration statement, securities, offering, dilution, risk factors, financial condition, operating results, prospectus, Ozop Energy Solutions